Spidey and the Avengers
by BabyPinkPuppy
Summary: Tony Stark hires an intern. However, he along with the rest of the Avengers would've never guessed he was the city's favorite web-slinger. And Peter Parker never expected for them and SHIELD to be interested in a lower class superhero.
1. Chapter 1

**Hey! Long time no see, huh? *chuckles* Anyway, this is obviously a new story of mine. And I know what you're all thinking. 'Doesn't BPP only write TMNT fanfiction?' Well, yeah! I love TMNT, but I also love Spider-Man and the Avengers more. They've always been my childhood and I only found out about TMNT cuz of the 2012 series. Now this story wasn't my idea. Well it was, but a friend of mine said I should write something like this. She would write it but she doesn't have an account and she's too busy. So, I decided to write it for her and me because I've been thinking about writing it.**

 **Now, unfortunately, this isn't the first chapter. This is just the info I'm spilling on you all to give you an idea and a hint of this new story of mine. My friend's also writing a few stuff for me and we're both throwing ideas to each other for the plot and all. Now, here's all the info you need to know.**

 **First of all, this is a crossover. And this is set in movie-verse of all the movies. For the Avengers, this is set after AOU. Except that Thor and Hulk are still on the team and Bucky was found and he's no longer on mind control. So yeah, that's how it goes. Oh, but there's no Vision and JARVIS is still active.**

 **And second of all, this Spider-Man is not the Andrew Garfield one or the Tobey Maguire one. It's also not the Tom Holland one. Well, it's leaning towards the Tom Holland one but some of the events that happened in Tobey's Spidey happened.**

 **Here are the differences. One, there is no MJ or Harry. There is no Lizard or Electro. And the Spidey under the mask isn't one of the 3 actors. And Gwen doesn't die at all. And for the last part, my friend came up with this idea. I honestly don't care but she has a good point. This Spidey will be portrayed by, (again, her idea,) Billy Unger from how he looked like during season 2 of Lab Rats. She told me that during the Christmas episode when Billy's character, Chase, bragged about how his character who was 15 saved the older scientist, she just felt that during that time only he could play Spidey. So, if you don't know who he is, go watch season 2 of Lab Rats and try to imagine him in the Tobey Maguire Spider-Man suit. Oh, and Dove Cameron portrays Gwen and the woman who plays Aunt May in the new Spider-Man coming up is portraying her too.**

 **And there's another difference, (which was my friend's idea, btw) if you've seen the parody movie, Superhero Movie, starring Drake Bell, the guy who will play as Peter's best friend is Kevin Hart's character, Trey. She just felt it would be a good idea. So yeah, Spidey's new friend will be Trey, portrayed by Kevin Hart.**

 **And yes, in this Spider-Man fic, Peter is 14 years old. He's about to be 15 pretty soon, I haven't decided. And yes, he'll still be a genius. But Gwen will still be a model like Raimi's film, but still pretty smart, just not on Peter's level.**

 **And also, this is before he gets bitten by the radioactive spider, so I'll be writing up his origin. And when you read about the suit, just imagine the Raimi Spidey costume. Mainly because I like that one better and so does my friend.**

 **Okay, that's all I got for now. I hope this clears everything up and I hope you'll enjoy the story. Here's a quick sneak peek.**

* * *

It was a regular day. A regular, boring day. The weather was normal. Well, as normal as New York could be. It started up as a slight drizzle, soon exploding into a whirlwind of heavy rain and thunder. A high and soaring tower, also known as The Avengers Tower.

Sat inside of the tower, up at the living room headquarters, was Steve Rogers, Natasha Romanoff, Bucky Barnes, and Sam Wilson. All four stared intensely at each other. Their eyes were narrowed in deep concentration, unwilling to look away. The air was thick with tension, a complete and utter silence hanging over their heads. Until all of a sudden...

Natasha smirked.

A slap on the glass table was heard, Romanoff cackling in victory. "Flush! Pay up, boys! Your money's my money's now." she exclaimed in triumph, a smirk stretching her lips in deep satisfaction. All three male heroes groaned in disappointment, begrudgingly sliding all of their money towards the red head.

Sam Wilson, aka Falcon, shook his head in disbelief, "Man! How does she manage to beat us all the time?! What are you, psychic?" he asked with a gesture towards the heroine. In response to his question, she shrugged nonchalantly with a pop of her tongue, sending a wicked smirk his way.

"Or maybe you're just that bad at poker, Birdy." she taunted, her signature smirk never leaving her lips. Sam grunted in response, swatting Cap's head as he laughed. For the past week, he, Barnes, and a few other new superheroes had to adjust life at the tower ever since of the whole debacle of Ultron and locating and curing Bucky. It wasn't so bad, just different and something they would all have to grow used to.

Suddenly, the elevator door opened with a 'ping', reveahe one and only, Tony Stark, also known as Iron Man. He was decked out in his gray business suit, shoes making a light thud, sunglasses poised above his head and carrying his suit's briefcase. He had his signature smirk up, swiftly walking up to them, setting down his briefcase.

"Guess who just got a new intern?"

* * *

 **Ya like? Oh and before I forget.**

 **Disclaimer: I absolutely own NOTHING! NONE of this belongs to me! This belongs to the creators, Stan Lee, and everybody else except me. Hope you like this quick peek. And who is Tony's new intern? *smirks* Please tell me what you think.**

 **Bye!**


	2. Chapter 2

**Alright! Here we go, guys! I am super excited and I'm glad some of you like my ideas and thanks so much for commenting! This is the beginning of Peter's origin. Now take note, this origin is based more on Raimi's Spidey from the 2002 trilogy, so you might see a few similar things involved. Oh, and Ant-Man is also in the story and SHIELD is still active. Sorry. Forgot to point that out. Enjoy!**

 **Disclaimer: I OWN NOTHING! Seriously, none of this mine. The only thing I own is the plot.**

* * *

Run.

Run with all your might.

These were the thoughts of a young teenage boy with brown hair, slightly tannish skin, and a slim figure. He sprinted across the road, pushing his black rimmed glasses up his nose every once in a while. His feet throbbed, his legs were aching, and his lungs and throat burned. His face and ears were a bright red, hoping people would just assume it was because of all the running and not because of all of his fellow students laughing at him.

This boy was none other than Peter Parker. And he was late. Like, really, really late. He spent half the night working on building his new computer with items he had found in the garbage. Gross, yes. But surprisingly useful, yes siree! He knew he should've gone to bed, but he was too warped up in building the computer.

Plus, he was too excited for the following day. Not only did he get to go to the OsCorp field trip, but next week he started his internship at Stark Industries! How cool is that?! Now, Peter loved all of Tony Stark's research and theories, and he respected him as Iron Man, but he didn't really like the man in general. From what he heard, the man was arrogant, self-asorbed, and a ladies man. Well, now that he thought about it, so was Trey.

But he quickly diminished those thoughts as he pushed more power into his legs. He rapidly tapped the bus's window once, earning a few laughs from fellow classmates.

"Hey, stop the bus! Hey! Will someone please stop the bus?!" Peter yelled in desperation, constantly smacking the glass. He could see a kid his age swallow a doughnut. He gulped it down and proceeded to point and laugh at the unfortunate genius.

"Haha! Look at Parker!"

"What a loser!"

"Sorry, Parker! Not!"

Peter's face morphed into a light shade of pink as his classmates ruthlessly mocked him. It wasn't really the first time, but it still hurt nonetheless. Even while running he could still feel all of his blood rushing up to his sweaty neck, up to his cheeks, and even behind the back of his ears, which could only mean one thing:

Total. Humiliation.

He could faintly see a, what he presumed to be, blonde girl stomping up to the bus driver, waving her hands in exasperation. Faintly, he could see a dark skinned boy stomping back to his seat, throwing his hands up impatiently, yelling something he couldn't distinctly hear.

Finally, much to the young genius relief, the bus came to a slow halt. He quickly jogged towards the mechanic doors, ignoring his classmates groans of unhidden disappointment. He rambled incoherent thank you's and apologies, his former adrenaline fading out of his system.

Shyly, he walked down the thin and dark aisles, searching for an empty seat. He could clearly see the oncoming glares coming his way, along with a few whispers and snickers. As he walked farther, several students blocked the empty spots next to them, some of not having the decency to be nice and just simply shake their head with a, "Don't even think about it, nerd."

It hurt. Only a little. He was used to being treated this way. He wasn't the strong, athletic type. He was the geeky, weak little nerd. He was used to it by now, but it still left a dull ache once in a while. Sometimes, he just wished everybody would just leave him alone and let him be. Just because he was smart didn't mean you could tease and beat him up whenever you felt like it.

However, there was one perk of catching up with this bus. He smiled faintly as he caught a glimpse of her light blonde hair, pale skin, and her glowing emerald eyes. And her name was Gwen Stacy. He had a crush on Gwen ever since third grade. She was sweet, smart, and so brave in her own little ways. How could he not like her?!

She was sat next to some friend of hers, who, he didn't know, but she must be some cheerleader since he could faintly recognise her since he was the school photographer. She had her head turned, giggling and laughing with her friend at whatever they said. She looked slim and slender in her green sweater, light blue shirt, boots, and her denim skirt. Resting on her head was her signature black headband she occasionally wore to field trips.

She turned her gaze towards him, and he instantly felt a wave of butterflies crashing into his stomach. He gulped and took a discreet glance towards her. Her green eyes sparkled as she sent a sweet smile his way with a friendly wave.

Peter's hands clutched the corners of the dull grey seats between him. He shuffled a little closer, attempting to find an empty seat. He felt time slow as he got a little closer to her. He sent a small, nervous smile in greeting, attempting to hide his small excitement.

"Yo, Pete! Over here!"

He took a sideways glance to find his best friend, Trey, wave at him a few seats away as he took one pat to the empty spot next to him. Peter smiled in relief as he walked up a little closer, still nervously smiling at Gwen as she smiled back.

Unfortunately, mainly for him, he didn't notice a rather large athletic foot come his way in front of him. He tripped and fell flat faced on the dark, rough aisles of the bus with a large "Oof!"

He felt his glasses slip from his nose, clattering noisily against the dirty, dusty ground. He groaned as he felt the air rush out of his lungs. He didn't need his glasses to see - and hear - fellow students point and laugh at him once again.

He feebly looked up to see a blurred version of Gwen and her friend. He couldn't tell thanks to the lost of his glasses, but he could see a blurred frown looking down upon him, eyes possibly filled with pity. He let out a yelp as he felt someone snake their hand towards his lower back, and then...he felt it.

A small shriek of pain escaped his lips as he felt someone, probably Flash, gave him a small wedgie. The laughter abruptly cutted off into a storm as he heard a loud and booming, "HA! Look at Puny Parker!"

He grimaced as he closed his eyes painfully. He blushed a bright red that could probably rival a tomatoes signature color. He felt the back of his neck heat up and he bit his bottom lip. He could hear Gwen and her friend scoff in disbelief as he heard Gwen yell, "Oh, real mature, Flash! Why don't you pick on someone your own size?!"

He didn't know what happened next. All Peter did was tap his hands around in search of his glasses and meekly get up, and plopped himself next to Trey, ignoring his friend yelling loud and colorful curses over to Flash.

He grumbled under his breath.

 _Can this get any worse?_

* * *

"Seriously, Tony? An intern?"

Tony shrugged at his friend, Rhodey, aka War Machine. "Why not? He could be useful. I think it might be fun having someone around, y'know, more" he narrowed his eyes in thought, pouting his lower lip slightly in thought, "...fresh, or whatever. The point is, might be fun teaching someone all the ropes. Share my wisdom and all that crap."

Every single hero in the room crossed their arms in unison, lending disbelieving stares headed into Tony's direction. After a minute later, Tony gave a dramatic sigh in defeat, "Ugh, fine. It was Pepper's idea, but I don't hate it...much."

Just before anyone could reply, the elevator doors slid opened. Out came Pepper Potts, Jane Foster, and Darcy Lewis. Pepper's heels created a light thud as walked tune in tune with Jane and Darcy. Darcy smiled and waved, as Jane ran over to Thor and gave a quick peck on the cheek. He smiled broadly at her as they exchanged quick hellos.

Pepper held out a manilla folder to Tony as she regarded him with a coy smile. He took it and looked curiously at it, raising a brow. "What's this?" he asked. She clasped her hands behind her back, swaying slightly as she nodded a greeting to the other heroes before turning her attention back on Tony.

"Nothing much. Just a quick info on your new intern." she answered smoothly with a sly smile painted across her lips. Tony nodded along with her, skimming through the file. He hummed in interest, as if he was slightly impressed. His mouth was set in a straight line, his brow slightly raised. After a few moments, he locked eyes with Pepper, "Why are we hiring interns again?"

His response came as a scoff, "Because the principal is still upset about that giant hole you left on the ceiling. So it was either the school sue us, or hire a student intern as support for fundraising and all that jazz." she answered as she planted her hands on her hips with a playful frown of disapproval.

Scarlet Witch raised a surprised eyebrow, arms folded and her head turned towards Tony, "You blew a hole through a ceiling?" she asked, tone bored and slightly intrigued. Tony took a brief glance in their direction, "Not important." he said in an almost nonchalant tone, resuming his skimming through the paper.

"JARVIS, bring up everything on Peter Benjamin Parker." he commanded to his AI. The others raised an eyebrow. Scott, Ant-Man, raised an eyebrow and took a sideways glance at Sam. He smirked, "Huh. Try saying that one thousand times." he mused, earning an eyebrow and a chuckle.

 _"Searching for Peter. Benjamin. Parker."_ the AI obeyed through it's smooth, British, robotic accent. A holographic screen appeared, showing a picture to everyone's faces. It was a teenage boy. He had brown hair, his skin looking slightly tan, and black rimmed glasses. He seemed to be reading of what appears to be a science book, looking distracted as his friend seemed to rambling on about something while eating a hotdog.

Tony hummed in slight interest as he tapped on the screen, flipping through the holographic files. He had the faintest of smirks stretched across his lips as he looked into more about the young teenager. "Amazing." he mused, placing his chin in his hand.

"What is?"

It took a minute for the billionaire to reply, "This kid's a genius. He's like some science whiz or something. He's the top student at his high school, Midtown High. He has a 5.0 GPA, a few first place science awards, and he wrote a paper about the study of gamma radiation that was recently published on one of the biggest science articles." he paused for a moment, "Not only that, he's the president of his science club, MVP of his chess club, and has an IQ over 250. Impressive." he finished with a broad smile.

At the mention of gamma radiation, Bruce perked up with interest. "The kid wrote a paper on gamma radiation?" he asked with a shy smile. Tony nodded and continued on, "And wow, look at that. Fourteen years old. That's impressive. Heh. Kid's supposed to be fifteen in a few months."

Natasha raised an eyebrow, sharing a knowing frown with Steve, who nodded his head in understanding. He stood up from his chair, placing his hands firmly on his hip. "Are you sure about hiring an intern, Tony? I mean, aren't you concerned about his safety? In case you've forgotten, we're the Earth's Mightiest Heroes. We deal with super villains and a whole lot of bunch of crazy stuff. We can't afford someone, a child no less, to get caught in the crossfire." he said with a slightly concerned frown.

Tony rolled his eyes at the American icon, "Relax, Capsicle. He's just gonna be working in the labs. And JARVIS has this whole place covered with alarms and whatnot. The kid'll be fine." he explained with an irritation to his voice. Cap regarded with a skeptical look painting his features, folding his arms over his chest. After a few, long moments, he sighed in defeat, "Fine. Just make sure you don't accidentally kill him. With your ego and all." he said the last part with amusement in his tone, smiling with smug satisfaction.

The rest of the heroes chuckled while Tony rolled his eyes at the man out of his time. "Poor kid. I can't even imagine the nightmare he's about to be put through working an egotistical maniac." Rhodey teased with a laugh. The room rippled with light laughter as Tony led Pepper out of the room and out onto the streets, heading off to a meeting with the one and only:

Nick Fury.

* * *

Peter smiled broadly as he rambled on about the highly sophistcated electro-microscope and the laws behind the study of the genetics of the DNA cross species. He rambled on even if no one was listening to him. He was just excited to be there. He listened as the tour explained something about the cross genetically enhanced spiders in their recent new study at OsCorp.

He had his camera wrapped around his neck, grasping the sides as he looked around like he was a child at a petting zoo. Trey, however, had a bored look painted across his features, his eyes dull and unamused.

Trey, Peter, and all of the other students and teacher walked along the room of spiders where scientists could be seen experimenting and such. Peter smiled up in deep fascination, "Wow. That's amazing." he whispered to Trey. He pointed in the direction of the rather large microscope towering all above them. "This is the most advanced electron microscope in the Eastern Seaboard. It's unreal." he said in slight enthusiasm.

Trey raised an uninterested eyebrow at his friend, "Wow." he whispered as the sarcasm was more than easy to tell, which Peter didn't seem to notice. As they walked along the room, their scientist tour guide explained further on the enhanced spider's ability, something about it being able to leap off a far distance.

Peter watched in fascination as the small spider leapt from it's branch effortlessly. He looked up at the guide and held out his camera, "For the school paper?" he asked shyly as he was instructed earlier in the week to supply the editor in chief with photos. She gave a quick nod as she turned her head back to the small spider exhibit.

The science geek positioned his camera, pressing down on the button. Unfortunately, a shove came his way and he accidentally missed his shot. Literally. He turned his head around to see Flash and his friend giving him an innocent smile as he roughly shoved him forward, continuing on with the tour.

As the tour guide kept explaining more about the spiders, Peter tried to both listen on about something call a...spider sense or something, and to take a few decent pictures. Every attempt only ended in failure as Flash and his friend purposely kept shoving him, flashing him with their innocent, not to mention obnoxious, smiles.

As his finger hovered carefully around the button, he gingerly applied pressure on it, a small shove knocking the camera's direction somewhere else. Peter let out a small, but irritated, huff, as he turned his head and sent Flash an accusing, and tiring, glare.

Trey seemed to finally had enough, as he glared at Flash and his friend full force, "Leave him alone, Flashy." he threatened. Flash raised an amused eyebrow, smirking as if he were his prey, "Or what?" his friend asked in mocking fear.

"Or his father will fire our fathers" he taunted mockingly, snickering. Trey and Peter rolled their eyes at the jock. Flash then placed a threatening hand on Trey's shirt, balling it up slightly, "What's your precious little uncle gonna do? Sue me?" he asked. Trey smirked at him, as if he knew something they didn't about his uncle.

Suddenly, a teacher's hand landed on Flash's shoulder, a disapproving frown upon his features. "What on earth is going on here?" he whispered in slight anger and annoyance. "Next person who talk gets a zero for the day. Understood?" he threatened. All boys feebly nodded, Peter's lips set in a straight line.

The teacher thankfully dragged Flash and his friend away, leaving Peter and his friend to peace. As the tour continued on, Trey walked up to a lone spider habitat, Peter following. He nodded and grimaced with a smile, "Heh. Look at that. Nasty" he said in interest. Peter smirked, "Did you know that some spiders changed their skin to blend into their environment?" he asked with a proud smile on his face, "It's a defense mechanism." he added. Trey gave a deadpan look as he started walking away, "Pete...what makes you think I'd actually _want_ to know that?" he asked in both annoyance and exasperation.

Peter shrugged carelessly as he took a quick picture, "Who wouldn't?" he mused, although slightly curious. Trey rolled his eyes, "Everyone except for you, Peter." he grumbled under his breath, although amused at his friend a little. Out of the corner of his eye, he saw Gwen standing by herself, gazing at all the spiders with an intrigued smile stretching from her lips.

Trey turned his head towards Peter and jerked his head towards the girl. Peter tilted his head and made a small noise of confusion before looking over Trey's shoulder. He walked a bit closer to Trey's side, peering over his shoulder to look at blonde girl. He pursed his lips and his brows furrowed as Trey watched him with an amused smirk, arms folded.

After a few moments, Trey shoved Peter closer towards the girl, biting back a laugh as he let a small squeak escape his lips, his stance clumsy and unready. Peter swallowed nervously as he turned his head to glare at his best friend, who gave an innocent nod. "You've been staring at Gwen for one hundred years already." he explained in exaggeration, "Why don't you go talk to her already?"

Peter's cheeks tinted a small pink as he looked down to his camera lenses, pursing his lips and shaking his head, "I think I'm good here, thank you very much." he argued half-heartedly, refusing to make eye contact. Trey rolled his eyes, smiling in amusement. "Pete. You're not going to able to avoid this forever. Just go talk to the girl." he said, gesturing one arm to the girl across from them, "What've you got to lose?"

"My dignity."

Trey snapped his fingers to Peter, "That's the spirit." he said, smiling and walking away, leaving Peter to his thoughts. Peter looked back to his lifelong crush, pursing his lips and furrowing his brows in thought. Could he? No. No, he couldn't. He was too shy for that kind of thing. He didn't need to try it to know that he could easily embarrass himself. Besides, Gwen was popular, he wasn't. She was smart, gorgeous, and kind. And he was...a science nerd. A social outcast.

He was shook out of his brief thoughts as he heard a light rustling of papers. He sharply looked up to see Gwen turning the page of some newspaper...the Daily Bugle or something, as she was staring at the spider's case. He licked his dry lips, taking in a breath. Eh...what the heck?

He took a few steps towards the blonde, lightly tapping her shoulder, "H-Hey?" he started nervously, gaining her attention as she turned around with her bright emeralds. Peter gave a small, shy smile, holding up his camera, "Could I take your picture? I need one with a student in it." he asked shyly.

Gwen glanced back at the case for a second, shrugging a shoulder, "Sure." she answered, straightening her hair a bit, pointing a finger to the case, "Right here?" she asked. Peter took a few steps back, "Perfect." he replied, adjusting his camera.

Gwen let out a small laugh, "Try not to make me look ugly." she joked with a giggle. Peter merely smiled, "That's impossible." he said with a chuckle, causing Gwen's cheeks to tint a rosy shade. As she posed with her newspaper in front of the case, a _'click'_ sprouting out of the camera, both teens were currently unaware of the small spider slipping down from it's web, heading towards the teen photographer...

Peter thanked Gwen as she sent a small wave and smile his way, waiting for her to be out of sight. He bit his bottom lip and he whipped his head both ways, checking to see if anyone was out of an earshot or most importantly, out of sight.

After a few moments...he jumped on his toes. He fist bumped the air excitedly as he muttered something incoherent under his breath. He laughed breathlessly as he looked down at his black camera proudly and -

 ** _Thwip!_**

 _"Aah!"_ he shrieked as his hand over the back of his neck, grimacing. He winced as it continued to ache, letting out a small hiss. Peter rubbed his sore neck gingerly as he felt a small ttickle down his back. He jumped slightly, accidentally releasing a startled laugh. He continued to rub the sore spot on his neck until the pain washed away. A few seconds later, the pain completely faded, as if it was never there in the first place.

"Huh?" Peter mumbled quietly in question, stretching his back. He blinked a few times, a dull ache making it's way to his skull. He subconsciously rubbed his forehead, quickly heading after to his group, the dull ache from his head gradually disappearing.

Completely unaware of the screen featuring the cross genetically enhanced spiders...

* * *

 **And there you go! I'm so glad you guys like the first chapter. A LOT of you followed, favorited, and reviewed on this story. And it wasn't even the first chapter! That's incredible. You guys are the best! Next update is on Saturday. See you then!**

 **-BPP out!**


	3. Chapter 3

**Hiya! I'm baaack! With a new chapter as promised! And before you ask, yes, I guess you can say Trey is my take on Harry Osbourne. But just so you know, he's not mine. He's from the Superhero Movie. So he doesn't belong to me. I just see him as a cooler version of Harry. Without all the drama. And if you'd like, as requested by GirlyGlitter, I'll put up the cast list. So, here it is.**

 **Avengers:**

 **They're still portrayed by the same actors from the movies.**

 **Spider-Man:**

 **Billy Unger (How he looked like during Season 2 of Lab Rats): Peter Parker/Spider-Man**

 **Spider-Man suit: My friend, Micah, would like it if you imagined the Spider-Man suit as the one in the Raimi trilogy. She loves that one more.**

 **Gwen Stacy: Dove Cameron**

 **Flash Thompson: Marshall Williams**

 **Trey: Kevin Hart**

 **J. Jonah Jameson: J.K. Simmons**

 **May Parker: Marisa Tomei**

 **Michelle: Zendaya**

 **Betty Brant: Sofia Carson**

 **Robbie Robertson: Bill Nunn**

 **Again, my friend came up with the whole cast. I just let her pick out and agreed to type it in. Hope you guys are okay with this.**

 **Enjoy!**

* * *

"Well that was boring." Tony bluntly said as he walked back to the limousine, Pepper's arm buried in the crook of his elbow. Pepper rolled her eyes, "It was a meeting, Tony. What did you expect? Exploding bombs?" Pepper asked with a light chuckle.

Tony shrugged, "No. Well, maybe, but I'm just saying. Wouldn't kill them to lay out a few lobsters or something for snacks. Hell, we didn't even get to meet this mysterious nephew of his." he complained as he and Pepper sat in the black sleek limo.

Pepper perked up in her seat, "Nephew? What nephew?" she asked in curiosity, raising an eyebrow. Tony stole a quick glance at her, before tapping back on his holographic watch, "Oh, yeah. Did I forget to mention? There's a mini Fury 'round town?" he asked (not really) with a mischievous smile. Pepper furrowed her brows together as she shook her head warily, "Um, no. Not really. To be honest, I didn't even know if the man has any family."

The billionaire shrugged in a causal manner, "Apparently so. I've only seen him once. And that was just the back of his head. I don't really know the guy, but I can already tell he and his uncle don't get along." he pointed out, not looking up from his watch. Pepper's brows rose as she tilted her head, "And how would you know?" she asked skeptically. Tony looked up at her with a knowing look, shrugging one shoulder. "Honey. Like I said, his secrets have secrets."

* * *

Peter felt awful.

You wanna know how he felt awful? Yeah, that much.

The trip recently ended an hour ago. At first he felt fine...but now he felt like he got hit by a bus.

He tuned Trey out a couple of times by accident as his head and ears felt like cotton. He could hardly make out what his best friend was rambling about. Might've been something about his uncle or a baseball game he watched? Eh...he wasn't too sure.

His head gradually started to ache again, the pain greater than before. His stomach ached too, his nose was stuffy, he felt hot but cold at the same time, and he could've sworn he felt like his muscles we're twisting and rippling inside of him.

He wobbled a few times, his vision blurring at random times without warning, causing him to nearly trip and bump into walls, signs - even fire hygines.

Peter tried to focus on his best friend. He tried to make out every word coming out of his mouth, nodding when he felt like it was appropriate. He tilted his head and squinted his eyes and letting out a small breath of relief as his vision gradually started making it's way back. Peter could tell Trey to be upset about something, as he waved his arms in angry exasperation, colorful curses escaping his lips.

Trey was not happy. Not at the moment, at least. He just got into a small argument with his uncle on the phone shortly after the field trip. Both said a few things that they would regret later on. But Trey didn't want to regret it. All he wanted was for his uncle to respect him. Was that too hard to ask?!

Trey took a quick glance at Peter, abruptly pausing his rant. His mouth was in an 'o' shape, and his brows were furrowed together in confusion and a tad of concern. He noticed his friend was quiet ever since the field trip. Now that he thought about it, Peter hadn't said a word after they exited through the doors. He took note on how Peter didn't ramble on and on about the electro magnets or cross species spider or cockroach thing.

He paused in his stride, quickly slapping a hand over Peter's shoulder as he stumbled. "Pete? You okay?" he asked cautiously, raising his eyebrows. Peter pursed his lips as he squeezed his eyes shut, a bead of sweat dripping down his brow. He nodded shakily, "Um...y-yeah." he nodded his head a little faster in a reassuring way, but Trey couldn't tell if he was just trying to convince him or himself. "Yeah, I'm okay. Just got a little dizzy, I guess." he answered with a weary and weak smile.

Trey nodded his head slowly, "Okay." he said slowly, holding out on the 'o'. Peter rolled his shoulders a bit, "Um, I think I'm gonna head home. I'm feeling a little funny." the teenage genius said as he grimaced, holding a hand over his stomach.

* * *

"Ugh, this is ridiculous, May. I'm forty-two years old, how hard should it be to fix some stupid drain?" Ben Parker asked as he twisted the screwdriver, grunting a bit.

A woman with long, curly brown hair chuckled as she stirred the spaghetti inside the pot. "Oh, Ben. You know it takes you forever to fix anything, really. Just sit and read the newspaper or something."

Ben shook his head as he took a seat in the kitchen, slipping on his reading glasses. "Oh, Ben, I forgot to mention. I need you and Peter to fix up the kitchen again. Water's not working and I think it needs to be repainted again." May sighed in exasperation, shaking her head with a smile. "I swear we need stronger paint. The one we use keeps peeling off every two weeks."

Ben chuckled at his wife, "Alright. I'll see what I can do." he said, reading a section. May turned her head, "You mean you'll see what Peter can do about the water. You'll be the one doing the repaint." she corrected, a smirk stretching from her lips.

Ben placed a mocking hand over his heart, mouth widely agape, "Pardon me? You think I'm only good for... _repainting_?" he asked, breathing in fake gasps.

"Well, I'm sorry. But I need our resident genius to handle the big boys job." she looked at her watch, "Matter of fact, where is the resident genius? The field trip ended over an hour ago." she asked, eyebrows furrowed together as she frowned.

As if on cue, the door swung open. Peter swung it closed as he placed his grey sweater over the coat hanger. Ben smiled broadly at his nephew, "Hey there, Slugger." he greeted. May lightly slapped him on the shoulder with a rag, smiling playfully at him. "Hi, sweetie. I made some dinner. Do you want some..." she trailed off with a frown, taking a good look at her nephew.

Ben and May frowned curiously as they both looked at Peter. He seemed to sweating, he looked a little pale, and he seemed to be in pain. He laid his backpack on the couch, "Um, I don't well. I think I'm gonna go to bed." he said as he started climbing up the step.

"Do you want some dinner first? I made your favorite."

"No thanks. Had a bite at the trip."

"Did ya get some pictures, Pete?"

"Uhh..I'm gonna crash. Everything's fine."

And with that, the door was shut. Ben and May shared a quick look, "What was that all about?" Ben muttered. May simply shrugged one shoulder, going back to her spaghetti. "Probably just hormones."

* * *

Peter shut his door and made sure it was locked. He groaned quietly as he slipped off his glasses, lazily putting them on his desk. He took in deep and heavy breaths, attempting to keep his lunch down.

Nausea hit him like a sack of rocks, causing his knees to buckle. He felt a bit colder...and hotter. The room felt warm, and his shirt felt sticky and uncomfortable. He winced as he slipped his shirt over his head and threw onto the ground carelessly.

His vision blurred yet again, but only because he didn't have his glasses with him at the moment. He felt dizzy; the room started to spin. He kept swaying as he walked closer to his bed. He caught a good look at himself in the mirror. He looked as he felt; awful.

He was sweating all over, little droplets slipping down his scrawny chest and arms. He looked pale. And there was a twinge of green forming around his cheeks.

He landed flat on his stomach, grunting in pain as his headache grew full force again. He groaned in agony. His head felt like it was shot and squirted with lemon. And he started shaking as he clattered his teeth in the freezing cold.

Not only that, he felt his muscles were starting to twist.

 _Ugh, this day was the worst!_

* * *

Peter's eyes snapped open. He blinked a few times as he rose his left cheek off his bed, raising his whole head. He lifted himself off his bed, quickly grabbing his glasses.

He slipped them on, and to his immense surprise; all he saw was a blur.

Everything looked blurry. Which was weird, because...he had his glasses on. He lifted his glasses from his face, seeing he could see everything clearly. He rose them in front of his face again, squinting.

He did this a few times until he was sure he didn't need them anymore. His brows were furrowed, he stared at his glasses in slight awe and great confusion. He muttered a quiet, "Weird." before placing them back on his desk.

He went over to grab a shirt, when he noticed something in the mirror.

It was a boy. He looked no older than almost fifteen years old. He had hazel eyes and his skin was a little tan. Usually, due to never working out and playing with his experiments, he is usually scrawny. However, he noticed this time wasn't the case. His muscles were a tad bigger than they used to be, he carried on a six-pack, and his shoulders were slightly broader.

 _'Whoa,"_ Peter thought in his head, _'Is this me?'_

He looked down at his abs, wow, that was weird thing he'd never say, and lightly brushed his fingers against it. They felt hard, like a rock, and he examined his arms. He touched his biceps - another thing he'd never thought he would say! - and flexed them experimentally. He smiled a bit and seemed to be studying them.

He didn't know whether he should be freaked out or excited. And he felt confused too. You just don't magically grow abs and biceps overnight and get straight-A perfect vision; it just wasn't possible. Out of the corner of his eye (wow, his vision was SUPER clear), he caught a glimpse of something.

It was a spider, he realized. Peter took a plastic cup and quietly made his way to the spider. Before it could react, with super lightning quick reflexes (okay...that was odd), he trapped the little arachnid inside of the cup. Naturally, it moved quickly and attempted escape, crawling along the sides of the cup and seemed to be squirming.

Peter studied it, narrowing his eyes in scientific curiosity as he tilted his head. It was no ordinary spider, for sure. It was small, and it had red and blue splotches all over it, black in a few small areas.

It didn't even seem like a real spider.

A knock startled him out of his thoughts. "Peter?" he heard his aunt's voice call, "Is everything all right in there?" she asked in concern. Peter nodded his head, before realizing she couldn't seem him. "Um, yeah. Everything's," he stole a brief glance at the spider, "...cool."

His aunt didn't seem convinced, "Are you sure? Because - well, you didn't seem so well, and I tried to check up on you. But your door was locked. Are you're alright?" she asked again. Peter opened his mouth, smiling as he looked at his muscle packed stomach, shrugging one awkward shoulder, "I'm fine, actually. Really fine. Thanks for asking."

He thought his aunt left as he heard nothing more from her, but after a few moments, she said, "...Alright, then. Trey's down here. Get ready and hurry up. You two are gonna be late for school."

"Okay!"

Peter gently let go of the cup, noticing it took a little effort as his fingers stuck onto it. He had to pull a little, careful as to not to drop the cup. He slipped on a pair of black converse sneakers, and slid into his yellow, white, and navy blue striped shirt (an outfit he wears during the opening scene of the Lab Rats episode, Bro Down), and swung the door open.

He climbed down the stairs, a little faster than usual, and gave a quick greeting to his aunt and uncle, nodding to Trey in greeting. He slapped a hand over his uncle's shoulder as he grabbed a piece of bacon. Uncle Ben nearly choked on his coffee, noticing a slight change in his nephew's jumpy behavior; usually, he was cranky and a bit sarcastic in the morning.

He chuckled, "I thought you were sick, Slugger." he laughed, smiling up at his fourteen year old nephew. Peter merely shrugged carelessly, a lopsided grin stretching across his features, "I got better." he said with a light chuckle. He downed on another bacon strip as he took five more.

He gave a quick on the cheek to his Aunt May as he walked over to the couch and slid his backpack strap over his shoulder. May let out a small noise of surprise but smiled at her nephew. Peter tossed one of his bacon strips over to Trey, who clumsily caught as he raised a surprised brow at his friend. "Well, I gotta go. I have an early morning meeting with science club, not to mention another chess club meeting. And I'd rather not be late. Bye!" he said as he waved, throwing his sweater on.

"Hold up there, Slugger! Don't forget to come home straight after school to help me fix the stupid water clog thing." Uncle Ben said while chugging down on his coffee. Peter chuckled, "Sure thing, Uncle Ben. And I'll make sure to bring in the right supplies this time and get Trey to massage your wrinkly back." he joked with a laugh, ignoring Trey's noise of complaint.

Ben chuckled, shaking his head, "And I'll make sure you don't throw out your back like _last_ time." he countered with. Peter rolled his eyes affectionately at his uncle, half-heartedly slapping Trey on the shoulder as he laughed, pointing a finger at Peter.

"Bye!" he sang, pushing him and Trey out the door. May and Ben waved at the young boys, smiling and curious about their nephew's behavior. Both gave a knowing look to each other. "Teenagers." both said with a knowing tone and a slight shrug. Ben chuckled, "Yep. Raging hormones at that age. They never change." he said as he went back to reading his paper.

* * *

"What's going on with you, man?" Trey asked as he helped Peter get the paper unstuck to his hands. Both struggled as Peter tried to get the banner unstuck. With one last grunt, Trey ripped it out of his hands, crashing a few steps back. He looked down at the paper incredulously and back at Peter's hands.

Peter looked at both of his hands, noticing the reminants of paper still stuck to his fingertips. He frowned nervously as he washed the paper away in the boy's bathroom sink. It peeled off of him with great and struggling effort.

Trey squealed confusingly as he stared at Peter's hands. "Why are your hands sticking to everything?! This is, like, the hundredth time we had to go to the bathroom to wash something off! Even a pencil!" he yelled, slightly awed and startled. Suddenly, his eyes began to bulge out of his head. He pointed a shaking finger at Peter, "Dude!" he yelled in slight hysteria, "That - that's not normal!"

Peter took a confused glance at his friend, his eyebrows furrowed together as he looked down at his hands. His eyes widened as he took a look at his wrist. It was a spot. It was white and seemed to be sticky as he saw the vertical slit. It was slightly invisible, but if anyone took a good look at it, they could tell it was there.

He and Trey shared a freaked out look with each other. Peter swallowed as he looked back down at wrist. Suddenly, he felt a weird vibration thrum inside his head. It felt tingly, and it was slight vibration.

 ** _BRRRRRRIIIIIINNNNNGGGGGG!_**

Peter jumped at the school bell, signalling lunch was starting, and he groaned in great pain. It felt as if his eardrums were being stabbed with a hot, burning knife, and twisted around. He pressed his hands to his ears, his face squeezed in pain. "Ow! Ugh, make it stop! Make it stop!" he whined, stumbling as he couldn't focus. It was as if the bell was purposely ringing louder in his head as if to mock him.

Trey raised an eyebrow at his friend, holding his hands out slightly. Finally, to Peter's relief, the ringing stopped.

Peter slowly dropped his hands to his sides as he whipped his head around slowly and cautiously. He turned to give Trey a quizzical look, "What?"

It sounded more as if he was asking himself.

* * *

"I'll be back in a sec."

"Why?"

Trey gave Peter a look of disbelief, "To go flirt with that Liz Allan girl." he turned his head to look at girl sitting a few tables from them, a flirtatious smile on his lips, "I'm definitely diggin' all of that!" he whipped his head around to give Peter a wink. "Gotta go work my mojo!" and he walked away.

The science nerd rolled his eyes as he shook his head, chewing on his meatball. He picked at his food with his fork, spotting Gwen walking down the lane. He smiled dreamily at the blonde girl, admiring her outfit. A red shirt, plaid skirt and red heels, and a black choker (an outfit Dove wore during a scene in Baseball-A-Rooney).

She flashed a sweet smile his way, holding her tray, "Hey, Pete." she greeted. Peter grinned from ear to ear as he chewed, when the weird tingling thing started to happen again.

He heard a small gasp, followed by Gwen slipping. Without thinking, he stood up from his seat, caught Gwen with one arm, using the other arm to catch her tray. The contents began to fall towards the ground, Peter using his lightning quick reflexes to catch them perfectly in time.

Gwen watched in awe as she watched Peter caught her food, the contents falling back down to the tray. Not a second later, Peter held up her tray, smiling a little. Gwen laughed breathlessly, "Wow! Nice reflexes, Pete." she complimented, "Thanks."

Peter smiled bashfully, a light pink tinting his cheeks, "No problem."

Gwen took a closer look at his face, smiling sweetly, "Hey, you have hazel eyes. I - I didn't notice without your glasses on. Did you just get contacts?" she asked in curiosity. Peter bit his bottom lip, looking at the ceiling and tilting his head, searching for an answer. He shrugged after a few seconds, "Something like that." he answered with a lopsided grin.

Gwen nodded, grabbing her tray as Peter held it out for her. "See ya." she said as she smiled and walked away. Peter stared at her retreating back, smiling in his daze. He sat back down on his seat, grabbing his fork.

But he noticed something a bit odd.

He noticed his fork was stuck on his wrist. He pulled on it and noticed a white, shiny substance sprouting from it. He rose an eyebrow at his wrist, gently tugging the fork off. Before he could study his wrist any further, the substance shot out from his wrist, a web like shape sticking itself to a lunch tray across the table from him.

His eyes widened marginally. After a few failed attempts to get it off, he looked around to make sure no one was looking. After making sure he was in the clear, he jerked his wrist back, dragging the lunch tray towards him. The weird tingling came back full force, a little stronger this time, and ducked out of the way.

The food splattered all over someone's back, gravy and peas decorating a blonde head's back and hair. The blonde stiffened as he hunched over in surprise. A few of his friends laughed, along with the cafeteria. Flash Thompson whipped his head around for the perpetrator, his eyes landing on someone's back.

Peter calmly - and rapidly - walked out of the cafeteria. A few students looked at him oddly, murmuring. The tray was still stuck to what seemed to be a web line. Peter looked down at the floor, avoiding all eye contact. He started at a faster pace, before jogging out of the cafeteria.

As the doors closed, the tray still stuck out. The tray jerked through the closed doors as it wouldn't budge. A few laughed until it landed flat on the ground.

Peter went at a faster pace as he kept glancing at his wrists. He went to roll in his combination, when the tingling came back.

His senses felt stronger. He could distinctly hear someone spitting out a spit ball, he could smell the sweat coming off from a few students returning from gym class, he could hear some sort of fly buzzing a few halls away. And the tingling left one message: **_DANGER!_**

He heard a distorted roar coming from behind him and he ducked. A flying fist shot forward from where he had been and left a large dent.

He whirrled around to see the glaring face of his childhood bully.

Flash Thompson. And one thought came to his mind.

 _I am so dead..._

* * *

 **Hoped ya liked! And before any of you ask, yes, he will still make his webshooters. The next few chapters will tell you why Peter still makes them even though he has organic webbing. And just to warn you, for the next chapters, I'll be putting up random scenes with the Avengers. Just them hanging out until Spider-Man shows up. And I'll be skipping a few parts of the origin story. Not all of it will be based on the Raimi one. I'm adding my own stuff. See you in 2 days!**


	4. Chapter 4

**Aww! Thank you, OfficialUSMWriter! I'll let you know if I need help with anything. And I thought about making Peter an intern while he gets his powers. I've always wanted to read something like that but I've never been able to find it. So, I took it upon myself to fix that. And I guess you could say Trey is gonna know what's up. I like to think of him as a nicer version of Harry, Without all of the drama. I thought it would be nice for Peter to have someone know his secret and someone to tend to his injuries. For this chapter, I skipped a few stuff, but I promise Peter meets the Avengers in this chapter, just not officially as Spider-Man. Hope y'all like it!**

 **Enjoy!**

* * *

"So Tony. When do we get to meet this new intern?" Dr. Bruce Banner, aka The Hulk, asked as he looked through a microscope. Tony sent him a quick glance before returning to working on a machine. He shrugged one shoulder, "In an hour or so. Not sure." he glanced at his watch, "Actually," he fully turned towards Bruce. "He was supposed to be here five minutes ago." he shrugged questioningly. Bruce glanced up from his microscope, brows furrowed in question. He opened his mouth to say something, when JARVIS beat him to it.

 _"Sir, Mister Parker has arrived. Should I have Mrs. Potts escort him to the lab?"_

"Sure, JARVIS." he answered automatically. He went to grab a screwdriver when he noticed something in the newspaper. He read it curiously as he hummed in interest. Bruce looked at him for a second, "What?"

Tony absent mindedly rubbed his chin, "There was some street fight a few days ago." he answered quietly, but Bruce still heard it. He quirked a brow, "Isn't there always a street fight in this city?" he murmured knowingly. Tony read the paper with a scientific glance, "Yes. But apparently, witnesses say there was some weird guy taking out five guys."

"Uh huh." he motioned for Tony to get to the point.

Tony rolled his eyes in an exasperated way, "They say the guy was climbing up the walls and looked like he had webs coming from his hands." he looked at Bruce, "Not only that, but he was wearing red and blue sweat pants and a shirt with some weird mask." he read the section of the paper, pursing his lips in thought.

"Huh. They have a video of the fight." he smirked mischievously at Bruce, "Wanna watch it?"

Before could answer though, a beautiful red-headed woman walked in with a brown haired teenage boy. "Tony, your intern's here." she announced with an emotionless mask. Said teenage boy looked whipped his head around excitedly with a ghost of a smile, silently fan-boying in his head.

Tony and Bruce glanced at the young boy. He seemed smaller in the picture. Bruce sent him a shy smile while Tony took a quick glance. He dropped his screwdriver as he walked towards the young fellow genius.

Peter was ecstatic. He never felt this excited in his entire life. First, newborn spider powers, and now, he's an intern for _the_ Tony Stark!

He avoided a little bit of eye contact though when he noticed Tony was studying him with a scientific look. After a long, somewhat tense silence, Tony held out his hand, smiling all friendly like, "'Sup, kid." he greeted. Peter blinked, mouth agape, "Uh," he mentally slapped himself.

Tony snorted, still holding out his hand, "What, you kids don't do handshakes anymore?" he smirked amusedly, "Wow. I'm getting old." he joked with a chuckle.

Peter quickly shut his mouth, a light pink brushing over his cheeks, lifting his hand up to shake the billionaires'. "Uh, h-hi, Mr. Stark." he said with a nervous smile, "I'm-I'm Peter. But you already knew that. Heh. Or maybe you didn't. Or maybe you did. You probably did since you're _the_ Tony Stark. You practically know everything. I read about all of your research and about the arc reactor - really cool, by the way - and I just about read it a thousand times. But that's just the estimated amount. I talked about it with my friend, Trey, even though he didn't understand it. We're both really big fans. And I think you're awesome - and wow, I'm rambling right now, aren't I? I tend to do that a lot. Well, not a lot, but I think I talk the normal amount of time. And I'll shut up now." he rambled.

The three adults watched him with slight amusement. Tony took note on how firm the boy's grip was. He seemed to be a pretty strong fella. Pepper shook her head with an amused smile. Bruce merely huffed a small chuckle. Peter slowly let go of Iron-Man's hand, breathing in through his nose.

Tony clapped his hands together, signature smile plastered, "Alright." he started, "Let's get science-ing."

* * *

An hour later, Peter waved them goodbye as Happy drove him back home to Queens. Not a bad first day, Tony thought. He seemed like a nice kid. He was smart - _really_ smart. And he seemed to know his way around machines.

Bruce seemed to like the intern, too. He rambled on about how interesting his study on gamma radiation was. Along with a few of his other studies. He knew his way around quantum mechanics, solving college-level algorithms and chemical equations that even Tony and Bruce stumbled on.

Best intern ever!

Bruce and Tony traveled to one of their elevators, standing in comfortable silence. AC/DC music started playing, Tony nodding slightly to the beat. After a few minutes, both walked out of the elevator, and into the living room.

Everyone smiled and nodded a greeting, all lazily splayed out in the room, watching some movie. Bruce plopped down next to Romanoff, sending her a quick smile. Tony gave Pepper a quick peck on the lips, slapping Rhodey's head as he mocked a few gagging noises. And he walked over to the fridge, pouring himself a glass of whiskey.

It was a comfortable silence. Sam broke the silence, "So, how was your new intern?" he asked, not looking up from the screen. Bruce answered, "Not bad. He seems really smart."

Tony nodded in agreement, swallowing, "He's a pretty good kid. Not as smart as me, though." he quipped with a smirk. Everyone rolled their eyes in unison, "Well, that's debatable." Bucky droned. Tony sent an unamused glare, which was ignored.

Suddenly, Scott screamed in terror, leaping up from his spot and into Sam's arms. Said man let out an indignant sqwauk of complaint, glaring at the ant-themed hero. Black Widow rolled her eyes skyward, "What's wrong?" she deadpanned. Ant-Man pointed a shaky finger from Sam's arms, sputtering out, "Sp-Sp-Spider!" he shrieked.

Everyone froze and raised a questioning eyebrow, turning their heads to where Scott's finger was pointing. Indeed, they all saw the black arachnid crawling towards a discarded chip. It was silent for a few seconds.

And the room exploded into large fits of laughter.

Sam laughed so hard, he accidentally dropped Scott to the floor, who let out a painful grunt. He wrapped his arms around his torso quiet tightly, tears coming out of his eyes. Scott stood up lightning fast, arms spread out wide, "What?!" he squealed out in a defensive manner, "Spiders are REALLY creepy!" I can't be the only one!" he yelled in slight desperation.

Tony nearly spluttered out some of his whiskey, "It's a spider." he started to explain a condescending tone, "Unless it's gigantic, it's basically harmless." he explained as he coughed a bit. With a roll of her eyes, Wanda calmly walked over to the spider, stared at it for a second, before crushing it with a soft stomp of her foot.

Smiling, she mused, "There. Happy now?" Ant-Man sourly crossed his arms over his chest, pouting like a child who was proven to be wrong, "Meanie."

* * *

Peter sprinted home, his face breaking out into a smile. After the slight debacle with Flash (which wasn't really much of a fight. He basically evaded Flash and a teacher caught them. And after some thorough explaining on his part, the principal decided he was innocent and gave Flash a week of detention), he ran off to an abandoned alleyway right after school, a little freaked.

It wasn't everyday you found yourself with a muscle packed body, the ability to stick to things, a weird tingling sensation in your head, fast reflexes, and webbing coming out of your wrist - yeah, okay. You get the gist. It was crazy!

So of course he would run away from this problem. He could hear Trey calling him from a mile away, which was weird, cause he was actually a mile away. He didn't know what to do. He wasn't Captain America or the Hulk, he didn't know what to do with these new abilities, it was all new to him. And yes, he knew it was irrational to run away from his problems. No one could.

But he didn't want to stop. He just wanted to keep going. He didn't know how long he was running, but by the time he stopped running, it was already dark. He quickly glanced at his watch. Wow, he ran for three hours?!

After minimal heavy breathing, he laid his back against the brick wall. And he just let the gentle wind caress his slightly sweaty skin. He closed his eyes in content, letting out a breath he didn't know he was holding. He laid his hands flatly against the scrapy concrete wall. After a few minutes of relaxation, he lifted himself off the wall, but noticed something odd.

He couldn't get his hand off.

He looked down curiously at his hand, pulling at it. He grunted a little with effort, trying and failing to pull his hands off. After four more tries, he sighed with defeat, ducking his head down. Why did his hands kept sticking to everything?

After one, final grunt, his hands clung off, a slight stinging sensation growing at the base of his palms. It hurt, but his hands seemed unscathed. Peter winced, taking a quick look at his palm. He noticed something weird, and squinted, his newfound perfect vision doing all the work.

What he saw was small, spiky, microscopic hair spiking out of his fingertips. They looked spiked and sharp, like little razors. For anyone with normal his vision, they probably wouldn't tell, but for Peter, he could see it as clear as the ocean waters.

His eyes sparkled with scientific curiosity under the dim moonlight, lips pouted in thought. He fully turned to the brick wall, looking ahead of it. It was pretty; well, pretty high for a New York building. He let out a huff, slowly rising his hand against the wall. He dug his toe to the wall, carefully placing another hand to the cement wall.

His stomach churned in excitement, head swirling. He felt electric jitters shoot through his entire body, a little bit of adrenaline pumping through his arms. He dug another toe into the wall, lifting his hand again. Slowly, he lifted his hands against the brick wall. A large and wide grin broke out his entire face, full of amazement. This felt...so...so _natural._

Peter stopped, slowly turning his head around. His hazel orbs nearly bulged out of his head when he saw he was 10 feet off the ground!

Not able to help himself, he boomed a loud, and excited, _"WHOOHOOOOOO!"_

Without warning, he pushed himself to the rooftops. Yelling jubilantly, he sprinted across the rooftops with unnatural speed. Adrenaline spiked through his veins as he leapt off far-reaching buildings, smiling wide and ecstatic.

What was this incredible feeling?! How could he move so fast?! This - This was amazing!

Finally, he leapt down one abandoned roof, laughing breathlessly in shock. He looked out over the city skylines, admiring all the sparkly lights and loud honks and music. Never before had he felt this great in a long time...aside from his small 'talks' with Gwen.

His breaths were heavy and deep. He leaned his back against one of the gargoyles, just feeling the cool breeze on his forehead.

 ** _THWIP!_**

He started, startled. He quirked his eyebrows to his hairline. He heard it coming from his arm, lowering his head to take a look. What he saw didn't surprise him too much. It was the same webbing from earlier. He held his wrist delicately, as if it were a fragile glass of wine (not that he ever drank any wine, no way).

Realization dawned at him. The muscles, the skills, the tingling, the webbing, sticking to everything, the spider -

 _The spider._

It all made sense now. The discussion about spiders, the one he found in his room. The stinging in his neck. It all made sense now. The spider bit him. The radioactive spider bit his neck!

Huh. Life just got weirder and weirder.

He walked a little closer to the edge of the roof, holding out his wrist slightly. He didn't know if this would work. It was all new and yet so natural to him; like he was SUPPOSED to do this. After letting out a long breath, he jerked his wrist.

Nothing.

Tilting his head, he jerked it again. And again. And again. Still, nothing. He tried it a few more times, sane results. What the heck? It came out a few minutes ago. Why not now? Shaking his head in exasperation, he curled his fingers. But, when he noticed that the second his middle and ring finger pressed down on his palm, the web fluid squirted out, smacking against a pole.

He blinked. Huh. So _that_ was how the fluid came out. Shrugging to himself, he experimented with this position again. The results being successful, he held his two fingers a bit longer on his palm, the web squirting out and attaching its silky and long line to a billboard.

Peter held onto the web, pulling at it to test it's strength. It was soft, a little brittle, but he didn't focus on that too much. He lifted his feet onto the very edge of the rooftop, looking at how high he was from the ground.

He wasn't too sure about what was going to happen, but he needed to see. Eyes narrowing into determination, with a twinge of weariness, he braced himself, "Talihoe."

And with that, he let himself fall. He yelled as the harsh wind rushed through his whole body. As the billboard crept closer, his eyes widened, and out of new instinct, he shot a new web line to a nearby building, swinging himself away.

He did this three more times, finally stopping at same abandoned warehouse he ran off to. He held onto a single web line with one hand. He swayed there a couple of times, laughing and chuckling like he hadn't in years.

The web line seemed to crack under all of his pressure, probably straining against Peter's weight. Eyes widening, and with a yell, he landed hard onto the floor with a loud **_CRACK!_**

Groaning, he rubbed the small of his back, wincing. Okay...avoid the webbing for now.

That incident happened a week ago. And ever since, Peter had a little fun with it. Okay, maybe A LOT of fun with it. But, hey! He could literally do what a spider can! He tested them out at the abandoned warehouse, bringing extra food with him; geez, he didn't know spider powers could make you REALLY hungry.

Not only did he test them out, he took up a habit of street-fighting. To him, it was a pretty easy way to earn a quick buck, pay for new equipment for his experiments and computers. And it was really easy and fun! He beat up a bunch of guys stronger than him, and he beat them without much effort. He even looked up a few fighting techniques on the internet.

And for once, he didn't feel like Puny Parker anymore. At first, all he kept hearing and seeing Flash's stupid face, smirking at him with a glint of mischief in his blue eyes, taunting him with his stupid words. It made Peter feel like he wasn't the punching dummy anymore; he felt better. Better than in a long, long time.

He made a few bets, got his way of payback without actually hitting Flash (since he wasn't there. Peter just imagined all of them as Flash. Sometimes the whole football team), and earned a lot of money too.

He donned a costume. Well, not a good one. It was just a pair of blue sweatpants, red sneakers, red t-shirt with a drawn spider on the chest, red and blue gloves, and a red ski mask with black sunglasses. Sure, it wasn't creative, and he had the money for materials, which he already bought, but he didn't have any time to sew it all up. And he decided to use red and blue for the color scheme. He thought of it as a fun tribute to the blessing spider that bit him on that field trip.

He ran home faster than any normal human should, but he was too ecstatic and jittery to care. He leapt onto the doorstep, pausing. He groaned as it realisation and memory dawned on him. He checked the time on his phone, mentally cursing at himself. He was supposed to help his aunt with grocery shopping after she sprained her ankle a few days ago during a yoga class.

He rubbed his eyes, bracing himself for the scolding of his life, and creaked the door open. He stepped inside the dark room, softly closed the door behind him, taking a step before ice shot at his veins.

Sitting on the couch with his arms crossed, muscles taut, and expression hard and angry, was his usually happy and easygoing Uncle Ben. Peter glanced at him and noticed his aunt sitting next to him with a confused - and concerned, stare. He noticed something in the corner. Surprisingly, he found Trey standing and leaning against the wall with an expression that said, 'you're in huge trouble and I have no idea why I have to be here, but I'll totally back you up.'

"Peter. Benjamin. Parker." his uncle gritted out. Never before had Peter heard his uncle talk in that tone. And never to him.

 _Oh, I am in SO much trouble..._

* * *

 **Hoped ya like it! More on the way!**

 **Next Chapter: Peter says some things he regrets, and wishes he kept his mouth shut.**


	5. Chapter 5

**What up, y'all! I'm glad you liked the last chapter! Wasn't easy, but I manage. This chapter wasn't easy to write, just made my heart break. Oh, and there won't be much Avengers action. Just focuses more on Peter and the birth of Spider-Man. Enjoy!**

 **I OWN NOTHING!**

* * *

It was dark and deathly silent in the living room. You could hear a pin drop. Sitting on a soft green sofa was a man. The man had brown hair with greying edges and his arms were folded tightly against his chest. His eyes shone bright with anger and disappointment, a disapproving frown painting his lips.

It was hard to tell the other two individual's expressions in dark living room. One sat next to the man, her arms resting in her lap. Faded orange streaks illuminated off her face, making her eyes and lips shine a bit. The other was almost completely hidden in the corner, eyes shining in the dim streetlights. He wore an uncertain expression, as if he didn't know what to do in the situation.

Finally, the man spoke.

"Peter. Benjamin. Parker."

Peter visibly flinched at the tone in his beloved uncle's voice. Usually, it sounded so carefree and bright, but now...

He just sounded angry, disappointed, and...was that a touch of concern?

He gulped, burrying his hands into his pockets, subconsciously ducking his head down. He felt like a child caught stealing a cookie from the jar. How embarrassing. "Uh. Hey, Uncle Ben." it was small, and barely heard.

Ben raised an eyebrow at his nephew, "Hey, Slugger." his voice was still firm, slightly soft, "Care to tell us where you've been, young man?" it was sharp, and obviously not a question, but a demand. Peter bit his lip, drawing out a little blood. "Uh," he started off dumbly.

"You owe your aunt a BIG apology. Right now." he said with a harsh tone, jabbing a thumb to his wife. May shook her head, carefully grasping her husband's arm, "Ben, please. This isn't a big deal. He doesn't need to -"

"Do not defend him, May."

"I'm not defending him -"

"Yes, you are. Don't even try to hide it."

Trey piped up, raising a finger shyly at the couple, "Can I say something?"

"No." both answered in unison, not raising their eyes off each other. Peter sent his friend a look that said, _'Shut up.'_

After a few seconds, Ben tore his gaze back to his nephew's, "Peter. Your aunt, your _injured_ aunt, had to walk all by herself to the grocery store. Then Trey came by and said you two were supposed to study for something. And I had to ask him to go over to the store to help out your aunt."

Aunt May interrupted his rant, "Ben, I am more than capable of walking to the grocery store all by myself. Please. Just calm down a little, will ya?" she folded her arms sourly against her chest, eyes dull but irritated at the same time.

Ben took a breath, rubbing his red rimmed eyes tiredly, "Pete." his voice was a lot more gentle and composed, "We really need to talk." His usually happy eyes stared at his nephew with a worried and slightly curious expression. Peter pursed his lips, his neck heating up, "Can we talk later?" he asked with an exhausted tone. He glanced at Trey and Aunt May, "Or alone?"

He didn't really want to talk. He was too afraid his uncle might ask where he was. And he didn't want to tell anyone about the street fighting, the new spider powers, or anything else. Not yet, at least. He didn't even want to tell Trey. He needed time to think about it.

Uncle Ben shook his head, "We could talk now." he suggested, but everyone knew it wasn't. Brows furrowing together, "Well, why here. Why now?" Peter asked with a frown forming on his lips. He really didn't need to earn a scolding in front of his aunt and Trey; it was embarrassing for crying out loud!

Ben shrugged, "'Cause, Pete. We haven't talked very much in over a week." he started to explain, rising up from his seat on the couch. "None of us here are even sure who you are anymore. Ditching chores, you're having all those weird experiments in your room, getting into fights at schoo -"

"I didn't start that fight, I told you both that. And it wasn't even a fight, he just tried to punch me a few times." Peter interrupted defensively. Trey nodded, "Oh, it's true. He didn't. And also, worst fight ever." he said. Peter sent a glare his way, Trey immediately looking away, muttering a, "I'll shut up, now."

His uncle sighed, "That doesn't matter right now. Peter, are you aware how worried we get when you come home one in the morning. Even four?! Your aunt's barely gotten any sleep. Just waiting for you to walk in through that door. Or how I sit on that porch? Or when I have to call Trey to see if you're at his house?" his uncle had his hands glued to his hips, frowning with a sad look in his eyes.

Peter blinked, absent mindedly rubbing his arm as he avoided all eye contact with anyone in the room. His cheeks started burning up as his uncle ranted; he REALLY didn't need to have Aunt May and Trey here. He just wanted this scolding to be done with. "Look at me when I talk to you." his uncle softly demanded. He obeyed and feebly raised his gaze to meet his uncle's.

"Look, Pete. I know you're getting older, and you're starting to change a little too. I know, I went through the exact same thing -" Peter interrupted his uncle with a bitter smile and a shake of his head, "No, not exactly." he argued with. Ben patiently nodded his head, "Maybe not exactly, but I do know what you're going through. You're becoming a man now, Pete. And these are the decisions every man has to make that turns him into the man he's going to be."

Peter regarded his uncle with a frown. He didn't need to hear this. He didn't want to. So what if he goes out fighting a bunch low-lives to earn a few bucks? He was using it for good! Heck, he could even save for college! He wasn't on drugs or anything!

"Just be careful who you turn into." his uncle almost finished with. And just like that, all of his anger seemed to have dissipated, a warm and wise smile stretching his lips, "Just remember. With great power, comes great responsibility. Remember that, Pete."

Aunt May and Trey regarded him with neutral and nervous looks, glancing at Peter every now and then. However, Peter merely frowned at his uncle. "Are you -" his eyes narrowed, "Are you guys worried I'm turning into some type of criminal or something? Even though I did NOTHING wrong!"

He didn't even bother lowering his voice; this was ridiculous! He's always been Mr. Straight-A Science Nerd. He's always been a good nephew AND a good friend! And one tiny little change (ditching chores, weird experiments), and suddenly he needs a humiliating talking-to in front of his aunt and best friend?! Didn't Uncle Ben know him better than that?!

Uncle Ben narrowed his eyes, "Do not raise your voice at me, young man." he warned, "And I don't know if you are turning into a criminal or not. None of us do, actually. All we know is that you come home late with bruises or scrapes the size of throw pillows." Uncle Ben started pacing across the room, not tearing his eyes off his nephew.

The super-powered teen scoffed, his hands forming into shaking fists, "You guys - You guys know me better than that. You all know I would never join a gang, rob a bank, or do drugs! Don't you _trust_ me?!" Peter's cheeks were a fierce shade of red - both in anger and embarrassment - and his chest heaved up and down in, eyes ablaze in hot fury.

Ben shared a look with May for a moment, "We're not sure what to think, Slugger. You've been acting different." he took a deep breath, "You've been coming home injured, and then magically healed the next day. You've been eating a lot more than usual, and you lowered the volume on the T.V. and the stereo. Not only that, but you've been jumpy and forgetful lately. We're," another tired breath, "We're only worried, Peter." he gestured the other two occupants in the dark living room, "All of us are." he finished softly.

Peter clenched his jaw, his eyebrows furrowing in rage, "I'm. Not. Doing. Anything. _Wrong!_ I've just been busy! Just quit worrying about me!" he snapped. Uncle Ben took a calming breath, lips set in a tight, straight line, "I'm sorry. I don't mean to lecture you - or embarrass you in front of your friend. And I know I'm not your father, but I -"

 _"Then stop pretending to be!"_

Ben's eyes widened in shock as he took a few startled steps back, a flash of hurt and surprise twinkling in his eyes. Aunt May's hand went up to cover her mouth, eyes widening in surprise, sliding her eyes to her husband and nephew. Trey's eyes widened drastically as his jaw dropped open, gaping at his friend in shock, nose slightly wrinkling.

Peter glared at his uncle for a few moments, pushing the guilt aside. He shook his head and turned away. He slammed the door shut with a -

 ** _BANG!_**

 ** _CRASH!_**

He started, whirling around. His eyes widened to the size of saucers as stared at the completely shattered door. His eyes tore off the door as he stared at everyone in the living room. Distinctly, he could see a few picture frames and shelves splattered across the carpeted floor, glass sprinkling everywhere. The front door tore off it's hinges, split in half as splinters stuck out.

Peter winced internally; He REALLY needed to control this stupid proportional spider-strength. He heard Trey and Aunt May yelp and gasp in shock. He swallowed and sprinted out of his neighborhood.

* * *

Peter ran and ran onto the streets of New York. He ran through busy streets, ignoring the colorful cursing as he bumped into a few oncoming pedestrians. He ran through the rough, cracked roads, his feets heavily splashing against the puddles.

He ignored his surroundings, too caught up in his own anger; angry enough to ignore the crackling lightning and the heavy drizzle of rain. He was just so MAD! How dare Uncle Ben accuse him of doing anything - juvenile?! With everything going on in his so-called meaningful life - high school, interning for Tony Stark, spider powers - excuse him for being a little distracted!

He knew street fighting wasn't exactly the right thing to do; but it was saving money. And that money was for college and to help pay a few bills. It was used for good. Sure, he got a few scrapes, bruises, sprains - okay, you get the point - but with this new healing factor, he would heal in the next few hours. A small part of him argued that it was stupid an reckless, but he waved it away. Was it really that wrong?

No. He was doing the right thing. A good thing. Right?

Peter's pace slowed down to a light jog. He gradually settled in for a stroll down the darker parts of New York, jerking his hood up and hands buried deep into his pockets, head down and all. The sky was dark and a misty blanket as the rain splattered violently across the concrete. The wind was cold and harsh, chilling down to Peter's toes.

An orange streak diagonally painted his face; the dim streetlight illuminating off the drenched streets. He really needed to calm down, but not even the rain helped soothe his mood. He frowned to himself, he wasn't angry (well, he WAS, but not as much anymore), but he still didn't feel calm or anything. He just felt...empty.

He stopped. It finally dawned on him. There was only one thing that could cheer him up right now. A smile stretched from his bruised and slightly bloody lips, stinging a little. He ran over to an empty alleyway, climbed up the walls, and slid under the water tower. He slid his sweatshirt off, fished around his jean pockets for his gloves, mask, and his new web-shooters; after that last fiasco with his organic webs, he had to create a formula of his own for more tensile strength. He wiggled his jeans down and rolled up his clothes in a ball and tucked them safely under the tower.

He smoothed down his blue sweatpants and shirt, pulling the red ski mask on and sliding the sunglasses to his eyes. He slid the web-shooters to his wrist and pulled his gloves carefully over them; he made sure the small holes in his gloves were over where jet-stream tube hole was for the compacted fluid.

After fully dressed in his homemade costume (God, he had to work on the new design he sketched a while back), he jumped over the rooftop, and landed behind the crooks in the alleyway, the shadows engulfing him, his enhanced senses picking up on the conversation.

"Okay, let's see who could wipe out the one and only: _Bone Saw!_ " one voice said in a poorly theatrical tone. Peter tore his gaze to the direction of the arm gesturing towards a bulky man dressed in a black tank top, jeans, and long, curly hair with a gruly beard. His tank top seemed to be clinging to his buff skin, outlining his chest. Yuck.

The voice continued the ''show', "Alright," it started, "If any of you poor souls can beat ol' Boney," a glare from Bone Saw, "And I'll pay ya three hundred bucks. Deal?" a murmur of "Yeahs." and "Let's do it!" was heard.

A few minutes later, three guys were predictably defeated, and Peter took this as his cue. Bone Saw and his friend high-fived and laughed, not noticing the red and blue clad figure casually walking up to them. "Mind if I join in?" his voice added in the mix. Bone and his friend stiffened at the new, young voice and tore their eyes in the voice's direction.

The defeated men also turned their heads, wondering who the new guy was. All raised their eyebrows at the sight, simply gawking at him. After a few, awkward moments, Bone Saw laughed, everyone else soon joining in the mix, "Are ya kidding me?!" his gruff voice laughed, "Ya wanna fight _me?!_ Haha, that's hilarious! No way I'm fighting someone who's _small_ and in _sweatpants!_ " He waved his arm, scoffing with an arrogant smirk, "Go home to your mommy!"

Peter rolled his eyes irritably under his black sunglasses, "What? Scared I'm gonna beat you?" he taunted, causing all laughter to abruptly stop, he smirked widely, "Which I probably will." he decided to pester him further. Bone Saw narrowed his eyes dangerously at the red and blue clad 'fighter'.

"Don't encourage me, kid. Trust me, I ain't the kind of guy ya wanna mess with." he warned, pulling fists at his sides. The teen scoffed, "Yeah, right. I bet you're afraid I'll kick your fat ass." Bone Saw starting gritting his teeth, veins bulging. "That's it!" and without warning, he plunged towards the red and blue clad figure.

Peter's eyes went wide for a second, his new 'spider sense' banging like a gong. He flipped as the Bone Saw guy headed towards him. Bone Saw stiffened for a second, a few of the other guys gasping out, "Whoa. How'd he do that?!"

He growled, whirling around to face the brat. His arms were crossed in a smug manner, and he could tell he was smirking beneath the mask. He clapped his hands in mock, "Wow. That - That was just - wow." he chuckled. Bone Saw's nose scrunched, eye twitching, and he sprinted full speed at the kid.

Peter cartwheeled and scaled up on the brick wall. He thanked the gods that his sticking abilities were still intact even with his shoes on and his hands covered. Bone Saw growled and pointed a finger up at the spider, "Hey! What're doing up there?!" he growled, teeth gritting.

Peter smirked, "Staying away from you." he smiled in mischief, "That's a cute outfit. Did your husband make it for you?" he taunted. Putting power into his legs, he backflipped back onto the ground, attaining his new signature pose.

It was nothing special, really. But it just felt so natural to him. It was an interesting crouch, his fingertips planting themselves to the ground. His crouch reminded him of a spider. Huh. Guess he really DID get ALL the abilities of the spider.

Bone Saw growled. One of the guys nearby tossed him a metal crowbar, which he caught with ease, and a sinister smirk graced his lips. Pulling it over his head, he growled in glee, and went in to whack it on the spider's head.

Peter's spider sense tingled again, and he flipped sideways, but the crowbar managed to hit his ankle. _Hard._

 ** _CRACK!_**

He bit back a yelp. A hiss escaped between his lips and pursed his lips tightly, thankful for the mask as he grimaced. His ankle throbbed and burned, but he knew it would probably heal in a day or two. Bone Saw seemed to notice, a scratchy and rough laugh emitting from his throat.

Using this as his advantage, the street fighter grabbed the teen's shirt and yanked him upwards. He tugged his arm and twist it a little, not enough to break it, though. He cackled in glee, "Time's up, Little Man!"

The teen grunted, and he jerked his head back. It hit Bone Saw square in the face, stumbling backwards. Peter landed face down on a puddle and groaned. He turned on his back and his eyes widened in surprise. Unfortunately, he didn't notice his opponent getting back up on his ridiculously large feet.

Bone Saw smirked widely, like he was about to break his new toy, and held a metal chair - wait, where the hell did he get a chair? - over his head. Peter's brows raised and his eyes were wide with panic. As Bone Saw's friend and his earlier opponents cackled and pumped their fists, Peter's heart thrummed wildly in his chest, a dull ache throbbing in his right ankle.

Bone Saw took a step forward, and instantly, Peter saw an opening (with the help of martial arts books he read in the internet), and an idea built up in his brain. Narrowing his eyes in concentration, he let Bone Saw run towards him like a mad man. When Bone Saw finally got close enough, the teen arachnid jabbed his uninjured foot at the older man's midsection.

Bone Saw eyes bulged out of their sockets, grunting in both surprise and pain. Peter jerked his foot a few more times with wild and violent grunts at the street fighter's stomach. After a few more foot kicks to the stomach, Bone Saw groaned one last time, the metal magically slipping out of his paling grip, and plummeted towards the concrete ground, sinking in a flurry of groans and half-hearted curses at the fifteen year old.

All fighters and friend gaped at the sight; obviously astonished that a small, skinny little brat like him beat a more trained, beefier fighter like Bone Saw. It was both weird and incredible! Peter sunked his gloved palms onto the ground, groaning with little effort as he rose up from his spot, patting down his pants caked with gravel rocks.

He limped over to the guy who announced the whole fight, Bone Saw forgotten, and held one hand out with a wide smirk under his bright crimson mask. "So," he started off casually, glancing back at his defeated opponent for a second, who barely moved an inch, merely twitching at random time. "$300, huh?"

* * *

Peter walked up to some nearby street store and jogged up to it, the automatic doors swallowing him whole. A whiff of smoke and rotten eggnog hit him like a sack of bricks, and he wrinkled his nose; Blegh, sometimes having enhanced senses was just a plain out curse.

He walked around the tiny shop, his hazel eyes skimming through the cramped aisles and aged fridges. His sneakers sloshed as small, shiny droplets decorated the carpeted floors. He held his three hundred dollars in his pocket, hoodie back on. His eyes were dull, hands glued to his pockets, lips set in a tight, straight line.

An hour ago, he had just won $300 with slight ease, but his ankle still thronged every once in a while, but he got the money. And truth be told: he was proud. And he mostly calmed down a bit from his earlier argument with Uncle Ben. But he quickly squashed the guilt away; Uncle Ben was the one who needed to apologize, not him.

The teen's stomach growled, and he faintly remembered about his increased metabolism (he wondered if Captain America had ever dealt with this after his transformation), and he could practically hear his stomach yell at him to eat something. He scanned a few aisles, anything worth eating, really, and settled on a bag of chips and a candy bar. Not his ideal dinner or what he had in mind, but it'll do.

He hurried over to the cashier, dumping both of his contents onto the glossy yet muddy counter. The guy seemed to be reading a magazine with some bikini model on it, and his eyes glanced up at Peter and down to the chips and candy bar. He did that for a minute until he said, "Get out."

His voice was scratchy and bitter, he sounded like he swallowed down a bunch of knives and stabbed his throat to death. The teen furrowed his brows, lips quirked into a confused frown. He held up his money (just $3, he wasn't stupid), and waved it slightly, "Uhh...if you're worried that I don't have money, it's right here." he pointed out in a 'duh' tone.

The cashier rolled his yellow rimmed eyes, "I don't sell to kids. Don't like 'em. Don't want nothing to do with 'em." he answered with a sneer, never looking up from his magazine. Peter narrowed his eyes, "I'm fifteen, y'know." he rebuked in a sharp tone, "Technically, I'm not a kid. And I'm kind of in a hurry." with that said, he pushed his items and money closer to the cashier.

Rusty, the guy's name tag read, flapped his magazine away in an annoyed manner, and pushed all the items away, glaring at the teen, "Look, kid. I don't care if you have to get back to your mommy and milk the cows, you're holding up my line, and frankly, wherever you have to be: I missed the part where that's my problem! Now get your baby ass out my store!" he snapped, scowling at the teen, shooing an arm towards the doors, as if the teen didn't know they were there.

Peter huffed through his nose, sent Rusty one last death glare, before crumbling his money back into his pockets, and stomping out the doors. This day REALLY just keeps getting worse! A tingling sensation glided over his skull, his shoulders and chest went still, and his eyes narrowed slightly. Out of instinct, he jerked around and witnessed some guy with blonde shoulder-length hair, a leather jacket, and platinum highlights decorating his blonde hair beating Rusty with the butt of his gun, a bag of what seemed to be cash stuffed in it, and hurdled out of the store, coming straight at Peter.

Rusty held his palm over his upper temple, sloppily running after the guy, "Stop that guy! He stole my money!" Peter glared at the sad excuse of a man, remembering their last exchange.

 _"And frankly, wherever you have to be: I missed the part where that's my problem!"_

Peter had a one or two insults to throw to that guy, but he wasn't worth any of his witty insults. And he certainly didn't need his help. He didn't deserve any of it. His eyes hardened and as the thief came closer, he stepped aside and let him run past. For a second, their eyes met and the thief sent Peter an appreciative smirk, "Thanks, kid!" and he ran off.

Peter nodded once, and Rusty stomped towards that, a sneer full of hate painting his lips, blood dripping down his temple, "What the hell, kid?! You could've stopped that guy, now he's gone with my money." his forehead wrinkled with anger, his right hand gripping his slightly bleeding temple. Peter smirked coldly at the man, "Sorry, dude, I missed the part where that's my problem. Now if you'll excuse me, I have to go home to my mommy to milk our cows."

Rusty narrowed his eyes in angry slits, stomping and grumbling back into the store, and with a shrewd grin, Peter turned on his heels and walked away.

* * *

Peter walked aimlessly around the city, head down and shoulders slouched. His satisfaction from insulting Rusty and beating up Bone Saw faded away and a nagging guilt kept coming back to consume him.

His hood was down, leaving his head vulnerable to the pedestrians walking by, ignoring the concerned eyes he got. He REALLY didn't look too goo -

"Peter?"

He halted in his limp, lips forming a confused frown. He knew that voice from anywhere. Slowly, he turned around and his eyes met with Trey's. Trey's eyes scanned all over Peter, preferably his injuries. And who couldn't blame him? He was a total wreck. His eye was slightly swollen, his lip was split and bleeding a little and his limp was slightly noticeable, if anyone really paid attention.

He swallowed, forcing a grin on his bruised face, "Uh, hey Trey. What brings you here?" he almost winced at that; he couldn't play nonchalant, it was more of Trey's thing. Heck, Trey TAUGHT him how to play innocent if it was ever needed.

Trey crossed his arms, frowning with a twinkle of concern and annoyance clouding his brown eyes. He shook his, walking up closer to his best friend. "First. Don't pull that innocent shit on me. I invented it. And second." he faltered, his anger slowly fading as his brain reeled for something. After a long, LONG moment, he settled with, "I don't know, just don't pull that shit with me!"

Peter almost laughed; Trey did always have trouble finding his words when ranting at someone, but he refrained himself. He sighed tiredly, wishing he could web-swing home and fall into a dreamless, dark abyss and never wake up. "Trey -"

Trey held his in a stopping motion, "Don't start. I have a few stuff I wanna say first. And don't interrupt." his tone was hard and demanding, something Peter had never heard from Trey; he was usually so upbeat and relaxed. He shut his mouth in an instant. Trey nodded and started his 'lecture'.

"What's going on with you? First, you start to stick to everything, then you magically block Thompson, you start ditching me at the food court, and you never show up to study for those stupid tests. And now, you yell at your uncle and run off for an hour and your uncle and I have to run everywhere in the city and now I find you limping here covered in a bunch of bruises than before."

Trey took a breath, licking his dry lips before continuing, "I don't get you sometimes. Usually, you're not THIS secretative. At least not with me." his eyes shone bright under the street lights, hurt and confused. He laid a hand on Peter's shoulder, "Are you in trouble or something? Need me to knock out a few skulls?"

Peter blinked, a sad frown painting his bruised lips. He REALLY wanted to tell someone about his new powers. And it wasn't like he could tell Aunt May and Uncle Ben. Not without being yelled at for the whole street fighting thing. He hated keeping this from the one guy he trusted better than anyone else. Trey was his only friend. And in a way, he understood Peter like the back of his hand.

He feebly shook his head, now avoiding eye contact. He heard Trey sigh, "Pete. C'mon, it's me. Your best friend. You can trust me." Trey's voice was quiet and sincere. The wheels in Peter's brain reeled and spun. Should he tell Trey? He trusted Trey with his life. Perhaps he could trust Trey with this.

The teen nodded, his decision set, and opened his mouth, "Do you remember that field trip we went to last week?" he asked wearily. Trey raised an eyebrow, taken aback since he did not expect that, but answered anyway, "The OsCorp field trip? Yeah, what about it?"

It was now or never. Butterflies flapped angrily in his stomach, and his throat felt raw and used. As Peter opened his mouth, the tingling came back, just as two - three police car sirens sang all over the streets, red and blue streaks painting buildings and roads.

Trey and Peter whirled their heads in the car's direction, a crowd of pedestrians forming a circle around something. There were a few policemen and women blocking their way, yelling at them to stay back. The tingling felt stronger now, and Peter found himself walking at a faster pace towards the crowd.

Thanks to his enhanced senses, he could hear a few people cry out, "Some old man got hurt!" and a flash of guilt and fear had settled for his stomach. Trey followed suit, asking Peter questions he didn't answer as he and Peter shoved their ways towards the crowd. Peter mumbled a few, "Excuse me." and as he got closer to the whatever or whoever the crowd had gathered around, as he saw the dark brown hair with graying edges, a mixture of dread and guilt flew into the pit of his stomach.

His and Trey's eyes widened as they finally got a good look at the person lying unconscious, despite the officer who was blocking their way. "Oh my god." Peter whispered, edging himself a bit closer - well, as close as he could with the policeman gently shoving him back. He knew that man from anywhere.

It was Uncle Ben.

He and Trey attempted to push themselves towards his uncle, but they kept getting shoved back. "Kid, stay back." the policeman ordered them, shoving Peter away with one arm, the other blocking other pedestrians. Peter didn't hear him; all he could pay attention to was his uncle who appeared to be injured. "Kid, c'mon. Stay back. Stay back -!"

"That's my uncle!"

And with one, hard push, Peter roughly planted his knees onto the cement ground, Trey bending his back down with his hands on his knees next to him. Peter searched for any injuries on his beloved uncle, eyes landing on a certain blood stain on his chest. On his heart. Without looking away from Uncle Ben, "What happened?" he barked, voice laced with slight hysteria.

"Some car jacker guy shot him. Don't worry, the paramedics are on their way." the nice policeman assured him, turning back around to block off any curios eyes. But Peter barely acknowledged him, eyes glued on the gun wound. His wide eyes shone with unshed tears, his heart banging like a gong. "Uncle Ben, oh my go -" he choked, his voice barely above a whisper. Peter swallowed a large lump, grimacing, "No. Uncle Ben, please! Uncle Ben. Uncle Ben!" He could practically smell all the blood, swimming in a river over the cracks of the sidewalk. His stomach churned and he immediately wanted to throw up.

His voice was rising in hysteria, tears prickling his eyes, "Uncle Ben?!" After a moment, as if his uncle heard his desperate pleas, Uncle Ben cracked his eyes open. They were shining with tears and his mouth was agape. His usually bright, chocolate brown eyes were pained, clouded, and unfocused, sliding around everywhere.

As his uncle's vision came back to focus, a weak, frail smile adorned his lips at the sight of his nephew. "Petr'?" his uncle slurred. His voice sounded pained, and incredibly aged. And it sounded _nothing_ like Uncle Ben. A tear dripped down Peter's cheek, his wobbly lips quirking in an extremely weak smile, "I'm here, Uncle Ben." he whimpered assuredly. Uncle Ben's hand lifted up, waving around for something - his hand, Peter realized.

Immediately, his nephew quickly grasped his hand, squeezing a little. "It's gonna be okay, Uncle Ben. I promise. I'm not going anywhere." he knew it wasn't going to be okay. The gunshot wound looked pretty deep, piercing his uncle's heart. But he didn't want to lose hope. His chuckled weakly, sounding cracked, "Dnt' worry, Sluggr'. Yur a good kid..." his voice faded, breaking into shrill coughing fit that shook his whole body violently.

Peter strained his ears. His uncle's breathing was spiked and wheezing, growing weaker by the second. His heart rate seemed to slow down rapidly, not anywhere easing Peter's fears. Eyes widening, he squeezed his uncle's weakened hand tighter, "Uncle Ben, please! Please!" he pleaded desperately, a few more tear drops splattering onto the ground, mixing in with the blood. His voice cracked, and both his hands now grasped his uncle's.

His chest heaved up and down, like he couldn't get enough air into his lungs. And every breath Peter took sounded wheezed and cracked. His bruised lips started quivering, fat and hot tear drops dropping into them, the cuts on his lips stinging, but he didn't pay any attention into it. Uncle Ben's free hand lifted up just a tad, reaching for Peter's head. He lifted his head down a little, enough for his uncle to reach it. His uncle's shaking hand ruffled the back of his head, still smiling fraily.

"Nevr change, Pete..." his weakening voice fading off again, a couple of tears falling down from his clouding eyes as his grip tightened for only a second on his nephew's hands.. Peter squeezed his teary eyes shut, hoping to wake up in his bed and for this to be just a cruel nightmare. His blurry vision caught sight of his shot uncle, failing at his wish. Uncle Ben's hold weakened, growing limp. Peter's eyes widened to the size of saucers as he shook his head desperately. He gripped his hands tighter, holding his uncle's hand like a lifeline.

"No." his voice cracked, "No, no, no, NO!" he chanted helplessly, a few more tears dropping down. Uncle took one, last, shaky breath between his chapped lips, eyes fluttering shut, his smile never leaving his face. His hands fell limp, and his head leant heavily on the pillow behind him the police officers left, his chest seeming to stop rising and falling.

Straining his ears again, the teen could no longer hear a familiar thump in his uncle's heart. For a moment, he couldn't breathe. He couldn't move. Talk. Walk. Anything. He felt...numb. But that was ONLY for a second. Peter's breath hitched, and his voice cracked a painful sob. His face was pinched in remorse, raw, painful sobs emitting from his wobbly and stinging lips.

He sobbed quietly, his face a waterfall of hot and burning tear streaks and drops. "Uncle Ben?" he whimpered again, but he knew it was too late. His uncle was gone. Dead. He felt a hand rub his back soothingly. Trey, probably. But he didn't pay attention at anything except for his now dead uncle. It felt like HIS heart was pierced and ripped out from him. And all he felt was pain.

His head dipped down, and he continued to sob quietly, but a little louder than before. He heard a crackling noise behind him.

 _"Code 263. We got the shooter at Vanise 5th. He's cornered in the warehouse."_

Huh. So they had the murderer - the guy that shot Uncle Ben cornered in some warehouse. Peter breathed a little harder, his brows furrowed, and his teary eyes narrowing into angry slits. His jaw clenched. And his vision reddened for a second, some type of unquenchable fire igniting his chest, like a ball of fury unraveling itself.

And he stood, causing Trey to take his hand back. Out of the corner of his eye, he could see Trey's shocked face, but he ignored it. He ignored everything around him, solely focusing on the murderer's whereabouts. His fists shaking in a paling grip, he walked away from the crowd, not even hearing Trey calling out behind him. Trey's voice faded, and Peter merely assumed he wasn't following him. He only had one goal.

 _Find the murderer._

* * *

Peter had his knees tucked into his chest, arms hugging his legs. Tears dripped down from his eyelids once more. His back leant against a gargoyle standing guard in some abandoned building, dark grey shadows covering him whole.

After hunting down the murderer at the warehouse, he yelled, cursed, and beat the poor man into a bloody pulp. He knew it was wrong but at the time...he was just so angry. His senses were clearer. He could feel and hear everything. He could feel the swoosh of cool wind banging against him as he swung from his webs.

After mercilessly grasping the guy's throat in a tight and unforgiving grip, through all the blood and swelling nose and eyes, he realized it was the same guy he let go earlier from Rusty's store. He stared up at him with wide and innocent eyes, his mask was off; he wanted the guy to know who he was right before he finished him off. To look into his eyes right before he died...

His grip fell limp and flashbacks of the guy running towards him and him stepping aside flashed over his mind. Like a record on repeat. He stood there for a minute, numb and shocked. The anger he had for the guy disappeared for a moment, as he realized HE was the cause of Uncle Ben's death. Inadvertently, but he still played a part. If he had just tripped the guy or something...

After looking down at the guy, who whimpered with every move he took, he felt a little sorry for him. Maybe the guy didn't deserve death. He deserved a beat down but Peter already took care of that. And besides, it wasn't what Uncle Ben wanted for him. And a pang of guilt hit him like a sack of rocks. The guy shakily got up, and Peter outstretched his hand.

The criminal flinched, as he didn't think Peter would help him. He backed away from the window, pleading at Peter to have mercy or something. Peter took a step closer, hand still outstretched and his spider-sense tingled again. The criminal back away dangerously, a shattering noise emitting from the window as he fell. The teen took a step forward to grab the guy, but he was too late.

He stared down at the dead criminal; he knew he was dead in an instant. The ground below him was hard concrete, and blood pooled behind his head. He sent a silent apology to the criminal, and swung away, mask back on.

After a few more minutes of silent sobbing, Peter ran home. Aunt May must've heard already, most likely from an officer or Trey. His face was still soaked in tears. He felt like they would never stop. He didn't know what to do. He didn't know what to say to his aunt. And he could see the light pigment of an orange-pink peeking out from the sky. His heart jumped to his throat, and butterflies flapped wildly around his stomach.

He felt ashamed of himself as he soon as he stepped onto the porch, hand gripping the doorknob. Maybe he shouldn't. Maybe he should turn himself in. He deserved it. He killed Uncle Ben and that criminal, albeit by accident but he still did it. Aunt May deserved a better nephew. He was a failure -

The door swung opened, revealing the tired and tear stricken face of his beloved Aunt May. Seeing the sight of her made Peter's heart sting with guilt. It was official. Worst. Nephew. Ever.

Aunt May's eyes melted at the sight of him, a pained and relieved smile adorning her lips. "Peter." she whispered in painful relief. And before he could say anything, she snagged him inside by the arm and shoved him into a fierce and loving hug; like she hadn't seen him in years. He hesitated for a second, before allowing himself to melt into the hug, a calming breath escaping his still bruised lips.

She broke out of it, but he kept his arms around his waist. She looked pitifully into his teary eyes, studying his bruised face and red and purple lips, slightly swollen. She cupped his face into her hands, questions piling from her lips, but it was like he couldn't hear her. He blinked repeatedly. She must've been waiting for him to come home - with Uncle Ben. But she knew that wouldn't happen. Not anymore. She lost the love of her life thanks to him. Because of his idiocy.

"Oh, Peter." she whispered, her eyes tearing up. He whimpered and out of his control, a painful sobbed racked his body. Aunt May immediately wrapped him in another hug, whispering comforting words into his ears, her voice cracking as well. "It's okay, sweetheart. Everything's okay. Peter, please calm down. It's okay. We'll figure something out." she assured him. But it did nothing to ease his pain. He sobbed more, unable to think. What now?

 _I'm so sorry Uncle Ben. I promise to make it up to you._

* * *

 **Poor Petey. I wanna give a shout out to OfficialUSMWriter, who helped me improve and fix the mistakes on the chapter! Oh, and I don't own the Bone Saw name or a few quotes that came from Tobey's Spider-Man. Coming up next *drum roll* It's Spider-Man!**

 **See ya next week!**

 **Byeeee!**


	6. Chapter 6

**I'm baaack! This chapter's also a little shorter but hey, the shorter the better...okay, not really, but it's better than nothing. And don't worry. There's more Avengers action. I'm glad you guys liked the last chapter. Wasn't easy, and it took me a while. Which is why this too pretty long to write. Well, before I start rambling on again, get ready for...** ** _SPIDER-MAN!_**

* * *

Tony Stark was many things. A genius, a playboy, a billionaire philanthropist. Some would say he was an egotistical, self-obsessed jerk. Fury's word, not his. But, he was not, by any means, an _exterminator._

"Oh, for God's sake, Lang. It is just a spider. It's not going to try to hurt you!" Tony Stark yelled, throwing his hands up in frustration. A few minutes ago, he had been discussing ways to improve his armor with a few modifications. However, JARVIS had informed him Scott needed him for something - an emergency. But he was pretty sure squashing a spider was not an emergency!

Scott, on the other hand, shook violently - but comically. He curled himself deeper into the chair, shakily pointing a finger at the black arachnid. "You don't know that! It could be poisonous or something! Now flush it down the toilet or something!" his voice rose in hysteria. Tony sighed irritably, massaging his temple.

He REALLY needed a drink right now.

* * *

Sam and Darcy stood in comfortable silence in the quiet elevator. The whole elevator radiated with AC/DC music, but it seemed to be JARVIS had purposely tuned it down as to not shatter any eardrums. Darcy fidgeted with her hands, twiddling her thumbs, Sam clasping his hands behind his back, nodding his head to the beat slightly.

Darcy broke the silence. "So, what are you doing up in Stark's lab?" she asked, her voice curious and casual. Sam merely shrugged, "Tony rebuilt my wing-pack to make it more," he tilted his head to the side, "Sturdier or something. I don't know. I pretty much tuned him out after that."

Darcy chuckled, nodding in understanding. She folded her arms across her chest, grinning, "Cool. I'm just going down there because the jack-ass promised he fixed my phone." she answered before he could ask her anything. Sam nodded, obviously already knowing the billionaire had something to do with the broken phone.

After a moment, she spoke again, "Hey, do you think we might meet the new guy?" she asked, eyes sparkling in curious wonder. He turned his head to look at the girl, furrowing his brows with a confused brow. "New guy? You mean another superhero?" he asked. Weird. He didn't remember Tony mentioning something about a new hero joining the team. But then again, the guy was pretty unpredictable half the time.

The brunette shook her head, "No. I meant Tony's new intern. The Parker guy, I think." she said, biting her nail. Sam raised an eyebrow, "The intern? Uh, I'm not really sure. Maybe. Why you ask?" She shrugged, "No reason. I'm just curious." After a few minutes, the elevator descended down to Stark's lab.

Now, Sam has only been here for 2 months, but in all honesty, he didn't expect the lab to look like... _this._ Instead of high-tech neatness, it looked more futuristic and messy. There were coffee cups discarded on a few tables, the walls were metallic and glassy, a few machines were laid out messily, and there were a few gadgets left forgotten on... _everywhere._

However, what caught Darcy's and Sam's eyes was the back of someone's head. It seemed to be a boy, inches shorter than the two adults, and he was scribbling something in a notebook with a blue marker. Sam scanned the area for a short minute, not finding any Tony. The genius must be getting another drink or something.

Without warning, Darcy walked over to the young boy with a nonchalant smile gracing her lips. Sam noted how his shoulders tensed and he whipped his head, shutting his notebook less than a second before she could see. He spun his chair around to face them, eyes widening a fraction. Before he could muster anything to say, Darcy outstretched her hand, a sweet smile adorning her lips, "Hi. I'm Darcy."

The boy tilted his head with a confused glint in his hazel eyes, humming in confusion. He wearily outstretched his arm, "Peter Parker." he introduced slowly. Darcy didn't seem to notice his guarded and weary behavior, and continued on, "I heard you're Stark's new intern. So, tell us, what's it like?"

Sam walked over to them, shifting uncomfortably - he really didn't know what to do in this position, and he never really hung out with kids - especially teenagers. The teen seemed to be just as uncomfortable as he was. The boy - Peter - shrugged, "It's okay, I guess. Bruce is pretty nice - he's been practically my idol since I could remember. I thought all his theories on gamma radiation were interesting." Sam listened to the kid ramble on about Bruce's work. Weird. Most kids his age only liked Bruce for the Hulk.

" - And Tony's cool, too. But, he's a little," he narrowed his eyes in thought, puzzled for the right word. "Egotistical?" Darcy guessed, smirking. A smirk suddenly stretched its' way to Sam's lips, chocolate brown eyes twinkling in mischief, "Insane?" his voice rang with a playfulness.

Peter chuckled, "Something like that." he answered. Darcy glanced at his notebook and markers. "Hey, what're drawing?" she asked, gesturing to the items placed on the table. The teen looked over his shoulder and smiled just a tad, "Nothing." he answered with a shrug, but the look on his eyes and how his smile betrayed it.

A ringtone echoed off the walls, all three occupants jumping slightly at the sound (although Sam noted how forced the flinch looked in Peter's startled flinch), and Peter fished for something in his bag, fiddling with the phone before tapping it, holding it out to his ear. "Hey, Trey." A pause. Peter briefly glanced at the adults, "Uh, a little. Why?"

Another pause. Peter pursed his lips, "I can help you in an hour." a pause, the teen rolled his eyes. "I'm not lying this time. I'm actually coming over." pause, "You'll never believe me of I told you." Peter answered with a shake of the head complimented with an amused smile. There was another pause for a few seconds, and the teen's shoulders tensed, his smile dropped.

"That's tomorrow?" a brief pause, "Oh. I forgot." as the teen listened to his friend talk, Sam and Darcy noted how his small and fragile appearance seemed to betray his age. He frowned deeply, his whole posture defeated, and a sad, gloomy look sparkled in his hazel orbs. He swallowed thickly, looking like he was trying to keep his unshed tears abay. "I know, I know. It's just...I've had a lot on my mind right now."

The voice in the phone seemed to pause, as if the person was realizing his mistake. Peter calmly closed his eyes, waving a dismissive hand, "No, no. It's okay. You didn't know." the voice spoke again, "Thanks. I'm okay. Really. Look, I gotta go. I'll see you in an hour. Bye." the teen didn't seem to bother to wait for a reply as he hung up.

He went back to scrounging in his bag - probably nothing in particular - and avoided eye contact, "Sorry about that." he mumbled. Sam and Darcy exchanged concerned glances with each other, turning their heads back to the boy, "Who were you talking to?" Darcy asked innocently.

Peter shrugged a shoulder, "A friend of mine." he answered quietly, refusing to tear his eyes off the bag. Sam saw a twinkle in young boy's eyes. They seemed to be glowing with sorrow, sadness, and...regret? Sam licked his lips, stealing a glance at Darcy, who shrugged helplessly.

Both knew it wasn't any of their business. Whatever the boy seemed to be hiding was his own business. And he didn't even know them. And they didn't know him. So really, what could they do?

* * *

Peter was exhausted. And hungry. And REALLY cranky.

Unfortunately for him, he didn't get any sleep for the past few nights. He had been too busy with the design and production of his new costume. And homework, obviously. Not only that, but he had to help Tony and Bruce work on a few new suits and self-defense weapons.

He had a lot on his plate. And currently, he was in 'tutor your best friend' mode. And Trey wasn't making any of it any easier. Thanks to his sleep deprivation, every time his friend answered a problem incorrectly, he felt like ripping his hair out.

Trey groaned, running his hand through his face, "Ugh. I don't get this. Why do I even need to know this stuff, anyway?" he whined, voice irritated and high-pitched. Peter forced a smile (tight, almost obvious), and rolled his eyes, "Because you do, now answer the question." he gritted through clenched teeth.

Trey raised an eyebrow. Despite Peter's insistence (for the past week or so), he was not an idiot. He noticed something incredibly odd about his friend's behavior. After his uncle died, he's been acting WAY more different than usual. His sudden and mysterious bruises have all disappeared, but he seemed exhausted, dark, purple bags forming around his eyes. And he held a notebook in his hand everywhere he went. He drew weird, mysterious doodles of spiders with a black marker. And any time he tried to see what he was drawing with the red and blue markers, he'd snap it closed before he could even blink.

"Uh...Pete?" his voice was weary, a little scared, almost, "...you okay?" he asked with a frown. Peter lifted his head, blinking stupidly at Trey for a second, "Yeah. I'm just a little tired, is all." he yawned, "Didn't mean to snap at you."

Trey shrugged, "No problem. I get it. Kinda. You probably have a lot on your plate. With the internship - still jealous about that - and with that weird science award you're getting, and..." he faltered as Peter went as stiff as board. "...other stuff..."

Peter awkwardly looked away, swallowing what seemed to be a forming lump. It had all happened _way_ too fast. The spider powers, the street fighting, and... _Uncle Ben._ In all honesty, it only happened about two weeks ago. But it still left a painful pang and a ball of regret in his chest. And only a week ago he had received a big time science award presented by one of his idols. But it only helped a little.

And to make things worse, everyone at school stared at him with sorrow and pity clouding their eyes. He was sick of hearing _'Sorry about your Uncle.'_ or _'It'll all get better.'_ or something like that. Even Gwen Stacy had looked at him with pity and...understanding? Even planting a hug on him, but he didn't have the energy to acknowledge it. And to make matters even worse, he and Aunt May had to move into a dinky apartment thanks to financial issues. Yeah...his life really sucked. Well, at least Flash still treated him like his own personal punching bag...or should he be concerned about that?

Trey sighed next to him, patting his shoulder awkwardly, "...Sorry." he muttered. Peter gently shrugged Trey's hand away, "It's okay. You didn't mean to" after a minute of awkward silence, Peter sighed, "Okay, let's get back to science." he clapped his hands together with a forced smile plastering his lips.

His friend threw his head back and groaned irritably, like he'd rather do anything else. "Or..." he smirked, "We could talk about those weird spider drawings in your notebook?" a suggestive smile twisted from his lips, shrugging. The other teen in the room rolled his eyes, grinning lightly, "I'd rather not." he answered dryly.

The dark skinned teen slumped his shoulders, pouting, "Aw, c'mon!" he whined, "You've been drawing something in that weird book lately. And I wanna see what's in it!"

The arachnid teen shook his head, "Yeah, no." he rejected with a smug smirk. For safety measures, he slid the book closer to him, in case Trey had any ideas. He thought about telling Trey at first about his spider powers. But before he could, Uncle Ben...after that, and what he decided to do, he just _couldn't_ tell Trey anymore. He could accidentally put him AND Aunt May in danger. Plus...there was a possibility he could let it slip, but Peter trusted him.

Trey narrowed his eyes at his friend. Oh. So they were going to play _that_ game, huh? Well, he was going to have to pull it out of him. Whether he liked it or not.

Discreetly, he edged his arm closer to the book, Peter sliding it closed to him ever so slightly. His friend smiled innocently, like he wasn't trying to hide anything. Trey toothily grinned, chuckling. He walked around Peter, arm reaching out for the book. Again, he failed.

After three more failed attempts, Trey yelled in frustration, arms thrown in exasperation. "Urgh! Come on! Why won't you tell me what's in that book?!" he blinked, brows furrowing, and a mischievous smirk pulled upwards, "Are you drawing a picture of Gwen Stacy in a bikini?" he asked, voice oozing with mischief and curiosity.

An immediate blush rushed to the other teens' cheeks, eyes wide, "W-What?!" he sputtered, frantically shaking his head, "N-No! That's - That's -" he pursed his lips, glaring. "I'm not drawing a picture of...that! I'm just -" he faltered.

"Peter, your aunt just called! She wants you to come home for dinner!" Trey's mother called.

Peter closed his eyes, sighing in relief. 'Oh, thank you, Aunt May!' he thought to himself. The teen arachnid stuffed his belongings into his backpack, making his way towards his door. He looked over his shoulder, smiling shakily, "Uh, see you at school, Trey!" with a quick wave of goodbye, he practically ran out the door, leaving a VERY confused Trey behind.

Trey folded his arms over his chest, raising a suspicious brow, "That boy is up to something." he muttered to himself. And he was going to find out what.

* * *

New York was known for many things. It was known as the 'City That Never Sleeps'. It was known as the 'Big Apple'. And it was known for its' high-ranking crime scenes, such as robberies, muggings, shootings, etc.

Good people suffer the consequences of those crimes. And sometimes, the police can never get there on time. And unsurprisingly, the Earth's Mightiest Heroes never dropped by to help - unless it was something big. Like HYDRA or alien threats - even robots.

Which is why people needed a low-class hero. A hero who wasn't one of those 'high class' ones. Someone to stop anything that comes their way, no matter how big or how small. Even if it meant risking their entire life.

And Peter Parker was going to be that hero.

After endless nights of sketching and coloring, he finally made a final decision on his costume design. Sighing to himself, ignoring his still rumbling stomach (stupid metabolism), he swiveled himself around to find many scattered papers decorating his floor, with many rejected designs.

He held the notebook tightly in his hands, eyes narrowed and brows furrowed, focused. He stared at the design. It was his soon-to-be costume. It was red, blue, and black. It had white eyes, shaped like sharp teardrops. It had a black web design in the red areas, starting the web-shape on his nose of the mask. The blue parts were hidden in the drawing, but he still planned it. It was going to be blue in the back, legs, under the arms (stopping at his forearm), and his sides with a red waist. And two spiders. One on his chest, black, and the other one on his back, red.

Nodding to himself, he set the notebook down, gathering his sewing materials. After an embarrassing year of sewing classes with Aunt May (punishment for accidentally blowing up the bathroom for his science experiment. Don't ask), he managed to learn how to sew a basic outfit for anything...which resulted in endless teasing. And he did not enjoy that particular hobby. Surely he could sew a basic superhero costume.

Grabbing the fabric, which was spandex (hey, it was all he could afford, and it was flexible enough to let him move fluidly), he began with the basic stitches, starting with the hard part of the costume - the body. After about two hours (using his enhanced speed with his fingers), he set the finished part down on his bed, not glancing back as he headed back to his chair.

Clapping his hands together, his fingers stinging from a few cuts, he got to work on the mask. He used one-way glass for the lenses, grabbing the remainder of the light, sticky black material he used for the body part of the costume. With careful fingers, he applied the black material in the sharp teardrops. And then he added in the lenses. After that, he stuck the material as the web motif all over the bright red mask.

After finishing up the mask, he set it above the body part of the costume. Planting his hands on his hips, smiling to himself at the costume. It looked...perfect. Like a real superhero costume. Now, all he needed was a name...which was the hard part for him. What should he call himself? He couldn't let people know who he was under the mask, he has Aunt May and Trey to protect, even everyone else he knows.

Man of Spiders? No, too cheesy. Man-Spider? Bleh, too...just bad. The Human-Spider? Okay...that was just lazy. It had to be something clever. Eh...he'll just wait.

First things first, make sure the costume fits. Grabbing the top part of the suit, stripping his clothes off, except for his boxers, he slipped the top on, peeling on the tights, gloves, and boots. Then, he grabbed the mask, pausing.

It...it still felt so unreal. Everything in his life still felt so unreal in his life. The spider bite, powers, his Uncle Ben dying, living in this dinky old apartment, and now the heroing. It was...both terrifying and amazing at the same time. He looked into his reflection on the lenses. And he saw Puny Parker. Son of Richard and Mary Parker, Nephew of Ben and May Parker, Best Friend of Trey, Admirer of Gwen Stacy, Prey to Flash, Intern to Tony Stark, Top Student of Midtown High, President of the Science Club. He saw himself.

And now he was going to be someone else. Someone with an amazing power. Someone who was about to make a whole lot of enemies. Maybe even allies. Someone who was about to make a difference. Someone with great power...and great responsibility. Someone special

With a faint smile, he slipped the mask over his head, rolling his shoulders. He held out his hands, slipping his web-shooters under his gloves. He made them thin and unnoticeable enough to be unseen. Nodding to himself, he grabbed a few pillows and piled them and covered them with his blanket - he couldn't let Aunt May think he was sneaking out or whatever, well he was but for different reasons she wouldn't guess.

Making sure the 'Peter Lump' looked realistic enough, he grabbed a police scanner he hacked into and listened for any suspicious activity. He hooked it to his ear and listened.

 _"We have a Code 5. Bank Robbery in 65th street, I need all officers on point."_ a voice crackled.

A bank robbery? Sounds pretty easy enough for his big debut. Nodding slightly, he unhooked the radio scanner, walking over to his desk to set it down when he caught a sight of himself in the mirror. And he no longer saw Peter Parker.

He saw a man - well, a guy who looked like a superhero. He looked lean, muscular, and kinda on the skinny side. He could see the abs poke through the spandex, his toned legs vibrating beneath the deep blue. His muscles looked incredibly defined underneath the bright red and the sticky black stuff. And his face looked kind of threatening. He didn't mean for the lenses to look that sharp. They were a little wide, not very much, though. And he looked like...a spider.

He was also on the small side, but hey, at least his opponents will be in for a big surprise.

Smirking, he climbed out the window, going into spider stealth, and headed to the bank robbery.

 _Time to make my first show._

* * *

 **And there you go! Sorry it's not as long as the last chapter. Writer's Block sucks. I promise the next one will be a little long. And sorry this took so long. Busy updating LWT. Next chapter...Spider-Man stops a certain robbery...and someone notices the little spider. Can you guess who? And I hope I described the Tobey Maguire Spider-Man well enough, since it'd look...a little small on Billy. But, hey! Leave it to your imagination. See y'all soon!**

 **Bye!**


	7. Chapter 7

**Sorry this took too long. Lots of other stories to write and life keeps getting in the way. But, I am here with a fully new chapter as promised. It took a little while because I'm not very good at writing Spider-Man fight scenes but I hope this excites you. Sorry about the last chapter, Writers Block and all. Okay, before I start rambling useless things, without further ado...**

 **GET READY FOR YOUR ONE AND ONLY FRIENDLY NEIGHBORHOOD... _SPIDER-MAN!_**

* * *

Peter swung through the streets on thin, silvery white webs. The wind spiked through his skin, he could hear and see everything around him as he swung with instinctive grace and precision. He shot a web at another building, lifting his whole body up with it with a grunt. His feet brushed against the concrete as he pushed one foot onto the edge, twirling in the air before diving head first.

For a moment, he let himself fall. The wind was loud in his ears and it clung to his skin. Butterflies busted into the pit of his stomach and the adrenaline was coarsing through his veins. He could even hear the drumming of his own heart. He closed his eyes; oh he could _so_ get used to this.

After waiting a little too long, Peter shot a web at a wall, swinging his legs back as he flew into the cold and harsh air. Twirling and swinging in the air, he let a loud, jubilant, _"Whooo Hoooo!"_ And he yelled like a little kid would during a roller coaster ride; only this was better.

After a few minutes, he finally clung on top of a lamppost, a few feet away from the bank that was about to be robbed. His eyes skimmed the area. It looked alright; apart from a few scruffs and scratches around the glassy windows, nothing was out of the ordinary.

Well, except for _one_ thing.

A huge black van was parked in front, a streak of light shinning on top of the roof. The teen arachnid saw a couple of goon-looking guys standing on either side of the entrance, guns in hand. With his enhanced hearing, Peter heard a few shouts of _"Hurry up!"_ and _"The cops are gonna be here!"_ and even a _"Relax, I'm going, I'm going!"._

Peter strained his ears to hear for any cop cars, and...nothing. The men in blue were probably driving on the way. But the time they get here, the robbers will probably be gone by then. He narrowed his eyes, _'Not on my watch, goonies.'_

With a fluid leap in the air, the teen swung himself into the back of the building, sliding into the window. He reluctantly spread his arms out, being cautious and that sort...of thing...? His eyes roamed through the dark room, and he could distinctly hear voices below him.

Slowly, he walked forward, one hand grasping the railing. He saw a few men in black _(haha! He made a pun!)_ , kneeling on one knee, most stuffing large stacks of dollar bills and coins into a few bags; some even took already stuffed bags.

The teen thanked the lord for all those martial arts books and videos he read/watched. Using what he read, he waited for the right moment to strike, watching them intently. Although he was a little surprised none of them noticed the bright red and blue clad spider watching them from above the balcony. Thieves were so stupid sometimes...although he was just assuming that from T.V shows and books.

After a minute or two, the four robbers in the room slung their bags over their shoulders, nasty chuckles and nods filling the whole room. They all took a step forward to the door, and that's when Peter made his move.

He shot out a web to the wall opposite to him, and with lightning speed, he swung over to one of the unsuspecting robbers, legs stretched out in front of him, screaming out a, _"Cannonball!"_

The robbers stopped in their tracks, tilting their heads when they heard someone shout, muscles taut. One of them let out an indignant squawk, eyes growing to the size of saucers. In a streak of light the windows supported, a red and blue blur crashed into him, knocking him to the wall (and knocking him unconscious), bags falling out of place.

 _"What the hell?!"_

 _"What was that?!"_

 _"Get the guns!"_

A thump was heard, and the red and blue clad figure crouched in front of them. Through the very limited light provided in the room, silvery white sharp and menacing bug eyes stared back, the guy's head tilted. They all stared, wide eyed. Their hearts thumped loudly in their chests, ears thumping. The criminals in room started to sweat, inching closer their hands to their guns.

Who the heck _was_ this guy? Was he some kind of a cop? A...weirdly dressed cop?

The figure nodded his head in a greeting gesture, "Sup, guys." he said in a cheery voice, voice sounding all high-pitched, kinda like a kid. One broke out of his stupor, eyes ablazed, "Who the hell are you?!" he demanded, hands now gripping his gun as he pointed it at the...whatever he was.

The bug eyed guy seemed to shrug, "Yeah, sorry. I haven't really figured out my 'superhero name' or whatever. Just call me your friendly neighborhood..." he faltered, thankful for the mask hiding his blushing face, "You know what, never mind." he mumbled.

One of the other robbers lips quirked up in a cruel smirk, "Whatever, bug." he spat. With one step closer to the door, he reached out for his gun, close to pulling the trigger...

...when a white substance clung to it.

An indignant squawk escaped his lips, and his eyes widened when the gun was tugged out of his grip, nearly popping his shoulder. The robber that stood next to him raised a surprised brow, a shaking hand reaching for his own gun, "What the he -"

" _Nuh-uh_. _Language_ , people!" the red and blue clad spider mockingly scold, waggling a disapproving finger. He positioned his hands as the silvery white glue thing sprouted out of his wrists, tugging both of the men's gun.

Webbing the guns to the ceiling, the teen flipped over his head, the robbers nearly having a heart attack when a fist connected to their jaws, flinging them backwards. Both fell on their backs, groaning. One robber took out his gun, shakily pulling the trigger.

 ** _BOOM!_**

Peter's spider-sense went off like a fire alarm, and he expertly dodged the blow, landing in a low crouch. He turned his head to find the one who attempted to shoot him standing in a corner, his gun slipping his fingers, eyes wide. The arachnid smirked under his mask, and like a streak of lightning, webbed the guy in the face, "Y'know, you really have a _funny_ way of welcoming the new guy in town." he taunted as he folded his arms over his chest, walking around the robbers and webbing them in cocoons.

Two came out, and without enough time to acknowledge what happened, both faces were webbed up, and one guy was kicked in the gut, an arm pinning him to wall. The spider teen stuck a web with his free hand, tugging the other one forward, quickly webbing his whole body. He turned his head back to the other one, who muffled unkind words and protests. Peter webbed his wrists, taking a step back after he ripped off the webbing on the guy's face, like a band aid.

The thief screamed out in pain with a swear, eyes shut in agony. He suddenly found his upper body wrapped in something that looked like a spider web, trapping him to the wall. His head shot up to find the perpetrator, glaring spitefully at the red and blue guy who looked like a spider.

Peter chuckled in spite of himself. It was ridiculous; these guys were 10x his whole body weight and he took them in out in just a few mere minutes. They were beaten by a high school nerd who couldn't even hurt a _fly_ if he wanted to. Now he was wondering if this is why Flash and the whole football team picked on the little guys.

A growl dragged him out of his thoughts, " _Hey!_ Let me out of this!" the thief demanded. There was a series muffled echoes agreeing with him. He shook his head, wagging a finger, "No can do, pappy." he said before flinging himself to the back window as soon as he heard footsteps approaching as police sirens whirred in the nighttime air, robbers in the room panicking.

"You can't leave us here! _Get me out!"_ the robber cried out, wide eyed with fear and anger. As the teen turned his head back to him, hands sticking to the wall as he heard the footsteps of the cops coming closer and closer, "Sorry, dude. You do the crime, you do the time."

A police officer entered the room just as the spider left, only catching a glimpse as he drew out his gun, _"Hey!"_ he barked despite the figure escaping the window left, running off into the night without a trace.

A few cops shuffled hurriedly into the room, inspecting the area. One officer bent down to his knees bent, hands bushing the web like material. "What the _hell_?" he murmured to himself.

* * *

 _"A bank robbery took place last night at Houston. And eye witnesses along with a officers themselves saw something that was...out of the ordinary - even for_ New York _. It seems to be that we have a new 'superhero' roaming our streets, seemingly to be handling the petty crime of town."_

Nick Fury's head snapped up, turning sharply to the T.V his nephew - _Trey_ \- was watching.

The boy himself was sprawled out on the chair in Fury's office, a bowl of popcorn sitting in his lap. The T.V produced a soft, colorful glow in the dark room, decorating Trey's and Fury's heads. Trey chewed noisily on his popcorn, mindlessly munching as he watched any show he could find.

Trey's eyes were dull, bored as flipped through channels, growing bored as he couldn't settle for anything at all interesting. Finally, he gave up and settled for the news - partly because Fury asked in a tone that dared to disobey him.

 _"- we have here, Chief Officer, George Stacy, sharing his opinion on this new vigilante. Captain?"_ the reporter on the T.V said as she passed her microphone to the officer next to her. He offered her a quick thanks before turning his gaze to the camera, expression hard as stone" but his eyes were slightly gentle - only slightly.

 _"It came as a shock to all of us._ Another _superhero. Here, in our very own Big Apple. Now, we weren't sure if this guy was really on our side at first - especially when one of the officers saw him escaping the crime scene. Another one of ours then found this weird,_ web _thing covering all of the thieves, and I wasn't really sure what_ _to think."_ George Stacy said as he waved his hand to empathize his point.

On the screen, he held up a finger, _"However, last night, a woman came running to us to report a mugging. And she took us to see the perpetrator when we found him in the same web material, strung by it on a lamppost. She told us she saw some red and blue guy in tights - and noted, she said she saw a red spider insignia on his back - and he fought off the guy, saving her. And you know what she said?"_ a smile curved upwards on his lips, _"She said that guy was a real hero."_

Trey quirked up an eyebrow, leaning forward in interest, unaware of his uncle hovering over him as his eye bored into the T.V, his face a hidden mystery. _"Now, I'm not sure if I like some random,"_ he faltered for a second, _"Spider guy doing our job for us, fighting off petty crime when we_ already _have_ so _many heroes saving our world. But I would like to thank this spider guy for getting there and helping us out when we were too late. So thank you,"_ he tilted his head, eyes narrowed, like he was trying to remember something.

The chief officer shrugged one shoulder, a smile plastered on his lips, _"Thank you, Spider-Man."_

Trey and Nick watched as the officer handed back the microphone to the female reporter, tipping his hat in thanks before walking off screen, and she smiled curiously as she spoke, _"Well, there you have it, folks. Looks like Spider-Man,"_ a small giggle, _"Our newest and uprising hero of New York, is helping our officers out. So thanks-a-million, Spider-Man."_ she said with a wink.

The T.V popped into a dark, black hole. Trey turned his head to find his Uncle gazing away, eyes narrowed, lips set in a thin line. He tilted his head, waving a hand in front of his uncle's face, "Uh, Uncle Fury? You okay? _Hellooo_?" he called out. The Director of SHIELD didn't even blink, his steely gaze burning holes into the blank television.

Nick Fury quirked a brow, "Hmmm." was all he said before he turned on his heel, walking out of the room, leaving a confused nephew of his, hands clasped behind his back, footsteps silent as a wave, "Trey, keep me updated on this _Spider-Man._ " he called out before disappearing out of his confused nephew's sight, silent and hard as a rock.

* * *

 _"And now, we present to you, the winner for Youngest Scientific Achievement Award: Peter Parker!"_

There was a series of dull claps, a few overshadowed by exhilarated clapping (mainly from the chess team and science club), accompanied by a few shouts by teachers, Peter's Aunt May, and Trey.

The Man Of The Hour himself, in the form of Peter Parker in a lab coat with a clipboard in his hands, walked up to the podium, fanboying on the inside as he got closer to one of his idols: Dr. Otto Octavius.

He walked up to the podium with a bashful smile quirked upwards, trying not to meet anyone's gaze. He climbed onto the steps and shook his principal's, a few other scientist's hands and his eyes locked onto Dr. Octavius.

Otto Octavius regarded the boy with a kind smile and an impressed brow quirked up, taking his hand in his with a firm shake, "Peter Parker," he acknowledged, handing the boy's trophy and award as flashes of bright spots filled the room.

Peter smiled up at him and willed himself not to fanboy right there and now, mindlessly nodding and smiling as cameras clicked and spots of white flashed for a second on his face, smiling like the gentleman he was for the pictures.

"H-hi Dr. Octavius," he mentally slapped himself for stuttering, "I-I've read all about your work on bioengineering." he said with a smile. Octavius nodded, "And you understood it?" he probed with a slight smirk. The teen nodded like he just pleased a superhero, "Yes, I-I wrote a paper on it."

Octavius was by far impressed with the young boy. If he guessed correctly, he had assumed him to be fourteen-years-old, nearly fifteen. And from what he observed, no one in that age group would understand - or even read - all about his work, let alone write a _paper_ about it; it was incredibly rare.

An impressed smile curved upwards, "Impressive. I like you, Parker. I've heard nothing but good words from all your teachers and your fellow club-mates." A blush rushed to the teen's cheeks as he grinned cheekily. "I heard you're an intern for Stark, correct?" Peter nodded with his lips pursed. Octavius nodded, "I see. Well, I have to be perfectly honest with you, not a huge fan of that Tony Stark," the teen chuckled along with Otto, who merely grinned as he said it.

Suddenly, Dr. Octavius reached in to his pocket, holding some card in-between his two fingers as he outstretched it to the teen. Raising a curious brow, Peter took it in his own hands as he eyes skimmed along the fine print. "I'm always looking for brilliant interns like you to hire. If things don't work out with Stark Industries, give me a call." he offered with a wink and smirk.

Peter looked up at him, pushing his glasses to the bridge of his nose (didn't need to raise any suspicions with his new alter-ego) and nodded with a small smile, "I'll make a note of that."

"Good. Hope to hear from you again, Parker." he said as he walked away, arms linked with whom Peter assumed was his wife, Rosie, the back doors swallowing them whole.

Smiling to himself, tucking the card safely into his jean pocket, Peter looked on at the crowd, students clapping somewhat, his teachers praising him, and Aunt May clapping and proudly smiling at him with tears in her eyes.

Tears prickled his own eyes as they stung. He watched on with a sad smile as he forcefully swallowed down the lump settling into his throat. His principal patted him on the back with a smile, congratulating him, along with another scientist; Octavius's partner, Dr. Curt Connors. He briefly thanked them, never tearing his gaze off the huge crowd.

 _No._ No, he was _not_ going to cry. He was not going to break. Uncle Ben was gone. There was nothing he could do about that.

 _'Pfft. Yeah, except_ I _was the cause of his death. There was_ a lot _I could've done.'_ he thought bitterly to himself. His chest started to feel heavy, he couldn't breathe properly, and his eyes stung behind his fake lenses of glasses. He tried to take a deep breath, biting back a sob. He pursed his lips tightly, set in a straight line. He swallowed down the boulder of a lump, only angering it even more.

He squeezed his eyes shut, and a camera was headed straight for him. Eyes widening a fraction, his head whipped left and right, and to his right, he saw a door that led to a stack of stairs that led to the roof; good. The roof was good. It would clear his mind, give him some fresh air.

He quickly shuffled his way out of the auditorium, buzzing past a few shoulders with "Excuse me's." and practically ran out the door. With his super strength, he threw his trophy and certificate up on the roof, clanging against the concrete. His eyes drifting left and right, finding nobody around him, he clung to the wall, climbing over the edge of the roof as he landed with a sigh.

Picking up his discarded items, thankful they were without a scratch, he walked over to the opposite side of the building, softly setting down his items next to him, and folded his arms on the edge as he leant forward, taking in the sight.

The cool wind brushed his whole body, and he closed his eyes in content. He could hear cars honking and wails of police sirens coming by, taking a peek to see a police officer munching on a doughnut. And the teen restrained himself from bursting into a fit of giggles. _Seriously? Way to go old classic cliche, officer._

Birds chirped by, which was quite rare in New York, considering there was more smoke every day than birds. Peter could smell smoke from a few alleyways, a few pastries of sweets and artificial goods, and a little bit of sourdough.

The large lump in his throat was still there, but the tears were blown away, and he sniffed quietly to himself. God he missed Uncle Ben. He wanted him to be here, he really did. And thanks to him - because of _his_ stupid mistake, because _he_ was too _selfish_ to think about anyone _but_ himself - Uncle Ben could only watch him from the grave.

It wasn't supposed to be this way. Uncle Ben and Aunt May were supposed to be in that room, clapping and smiling on proudly from the crowd. And they were supposed to go out for dinner, Uncle Ben patting him on the back, smiling like a father would to his son, and tell him how proud he was. And Peter _ruined_ it.

"Hey?"

He started, startled. Whirrling around lightning quick, his eyes widened comically. There, standing there with a gentle smile, was Gwen Stacy.

* * *

"Hey, Pepper, look at this." Tony Stark muttered, but loud enough for her to hear. Pausing in her tracks, fingers frozen as they brushed against the mountains of paper work, she raised a brow and walked over to her husband.

"What is it?" she asked, looking over his shoulder as he watched something on the screen. Tony pursed his lips, arms folded over his chest, eyes narrowed in skeptical curiosity. "I'm not exactly sure yet, but..." he trailed off as he ran a hand over his disheveled hair.

After taking a short break, finding himself with nothing to do but watch the news, Tony found himself...somewhat surprised at what he watched. A new superhero in town. It would be an understatement to say Tony wasn't _already_ interested in this guy. After asking JARVIS to bring everything up on the guy, all the A.I could find was a blurry video produced by some witness standing by.

Other than that, he had found almost nothing on the guy. Just the dark, hard to see, blurry video. From what he saw, the guy seemed to be travelling by...webs (and the fact that Officer Stacy informed everybody at the robbery). Tony was only a little frustrated. This guy could be a potential threat, but after he heard about the robbery and mugging, he had dismissed the idea.

Remembering he had company standing next to him, the billionaire cleared his throat, "There seems to be a new superhero in town. Spider-Man. Which is completely obvious. I mean, seriously, who names himself _'Spider-Man'_?" he said with a snort, smirking.

Pepper fondly rolled her eyes, perking up, "Oh, I'm sorry, Tony, but are we getting a little _jealous_ of the competition?" she joked teasingly at him, grinning. Tony shrugged one shoulder coolly, looking over at the screen again, "Please. I fly, he... _web swings_. I'm _still_ cooler." he rebuked with a dismissive wave.

Pepper mockingly nodded, "Right." she chuckled, looking at the blurry video, eyes concentrated, "But he does seem pretty fast," she tilted her head, eyes squinted, "...and a little small." she turned her head at Iron Man, a knowing smile edging her lips, "I'm assuming you're gonna look in to this guy?" she probed.

Tony stole a quick glance at her, nodding slightly, "When I can get a little more info into this guy. Then I'll look in to him later on." his gaze peeled to the ceiling, "Jarvis, gather every info you can find on Spider-Man." he called out to the ceiling.

 _Already on it, Sir._ the artificial intelligence spoke. Tony nodded, looking back at Pepper, clapping his hands together with his famous smirk.

"Wanna go get some dinner?"

* * *

 **A/N: Okay, sorry that this isn't as long as you probably hoped it would be, but if I'm being honest...I have no idea where I'm headed with this story. But I like writing it and I can feel a plot brewing. I hoped you guys liked it and I kinda thought it would be sorta cool for Fury to have a nephew who's best friends with Spider-Man. Don't ya think? Anyway, I'm glad I finished this. I really hope you enjoyed it. Next update will be soon. Probably after I'm done with LWT. Which I'm about to work on the new chapter. Bye!**


	8. Chapter 8

**A/N: Hey guys. What's up? Enjoying your day and all that jazz? I just saw the new Spider-Man film. And I gotta say...TOP NOTCH! I LOVED it! But the first Spider-Man 2002 movie is still #1 in my opinion. Just saying.** **And** **I'm really glad Marvel got back most of the rights to Spidey. And I thought Tom Holland was AMAZING as our favorite wall-crawler. He just earned my respect. And his dog is ADORABLE! Anyway, I present you this new chapter! And I gotta tell you, this story is just when I'm feeling bored. So don't expect a huge movie-like plot. But I am feeling pretty creative.**

 **Hope ya like!**

* * *

 _Gwen Stacy? The Gwen Stacy? The girl I've been crushing on since, like, second_ _grade?_

Peter Parker stared at the blonde girl standing a few meters from him, her arms crossed tightly over her chest, a gentle smile adorning her pink lips. Her hair blew back in harmony with the wind, her emerald eyes staring back at him with understanding and concern pooled in them. Her bright blonde hair shone against the orangish glow of the sunlight, fading back into the atmosphere of space.

He stood there like an idiot. The gears in his brain whirring and failing him miserably at this moment. _Gwen Stacy?_ He couldn't believe it. He couldn't believe the look she was giving him. It was like they were friends or something. But he knew that they weren't. He kinda wanted to be but he knew that would be inevitable. She was considered popular by her peers. She was smart, second top student, right behind him.

Did she lose a bet or something. From his past experiences with girls... _eh_...let's just say it never went well...yeah. Peter tilted his head curiously at her, opening his mouth a few times. And he noticed how her eyes had a little bit of hidden amusement swirling in her beautiful emeralds. _Say something, you idiot!_ He internally scolded himself for being the idiot he was when it came to girls.

A giggle spewed from her lips, and she sounded a little amused, "Easy there, tiger. Don't have a heart attack on me." she joked with a smirk. He blinked rapidly, shaking out of his initial shock. The teen attempted to say something other than just stare at her like a freaking moron, and he forcefully cleared his throat. A nervous chuckle rumbled in his throat, "S-Sorry. I...I didn't really expect anyone to be here. Thought I was alone."

Wasn't his spider-sense supposed to tell him whether or not he was in danger. Was being followed counted for being in danger. Then again, maybe he wasn't being followed. Maybe Gwen also came up here for some time alone...and he just happened to be here.

He was surprised to see the corners of her mouth hitching up, and she flashed a toothy grin. "Yeah, well, here I am." and she pouted teasingly, pretending to be annoyed, "And you must have wanted time to yourself, mister. Took me forever to get up here. I think I might've lost a few pounds."

A laugh bubbled in his throat before he could stop it, and she laughed along with him. God she had the _prettiest_ laugh. It was like an angel from heaven. Okay. Now he was just sounding cheesy. Shrugging apologetically, "Sorry, I think. I didn't think anyone was following me."

Gwen nodded in understanding, walking a little closer to him, "I get that. I saw you high-tailing out of there when one of the cameras started to flash bomb you." Peter backed away a little, nervous, "W-Well, I'm not a huge fan of cameras," he said lamely.

Gwen raised an eyebrow, unimpressed with the vague answer, "Said the _photo_ grapher." she disagreed in a flat tone. And his cheeks flushed an odd shade of pink. A shaky smile graced his lips, "I like holding the camera. And taking pictures of other people," he tried again, only to fail when she gave him an odd look. "Right," she muttered, supposedly letting it go.

And suddenly the concerned, understanding look in her eyes came flooding back, and the girl bit her lip, tucking a stray strand of hair behind her ear. She pursed her lips together, "So...how's it going?" she asked, but he noted how hesitant she sounded.

Frowning confusedly, he tilted his head, shrugging, "Uh, It's going fine. Yeah. Totally fine. Like, _really_ fine." _Ugh, seriously, Pete? You are terrible at this. Just stop while you're still ahead. Leave the flirting to Trey._

To his immense surprise, Gwen's lips curled into a hesitant smile, and she giggled softly, "Glad to hear it." she said, emeralds twinkling against the faint sunlight. Nodding, internally and gratefully glad she didn't laugh right at his face (did she?), but he couldn't help but ask, "Um, just out of curiosity, why exactly are you glad to hear it? I mean, shouldn't it be kinda obvious?"

At that, Gwen frowned, eyes swirling in confusion, like she didn't understand the question. "Because of, y'know, considering what happened...two weeks ago...?" and she trailed off, leaving the boy in front of her even more confused.

Two weeks ago? What was she talking about? What happened two weeks ago -?

Oh.

 _Oh._

 _ **Oh.**_

 _Uncle Ben._ That was what she meant. She was asking him how he was coping. _Ugh!_ How the _freaking_ hell was he the top student?!

Blinking, he swallowed down his spit, shrugging, "Oh. You mean about my Uncle Ben." he muttered loud enough for her to hear. Gwen nodded, looking apologetic, "Yeah. Sorry. Maybe I shouldn't have asked. I just wanted to make sure you were okay."

At that, he blinked, hard, and raised a brow. She wanted to make sure he was okay? Why? He and Gwen didn't know each other that well. And he was pretty sure she only valued him as a colleague if he was lucky. They didn't know each other that well. He remembered she was in marching band and robotics with him back in middle school. But even back then they didn't do much talking. Just a few days ago she only waved at him. That was the most interaction he had with her.

As if she were reading his thoughts, she added, "'Cause, well, I kinda know how you feel."

"You do?"

She nodded, taking a step closer to him, "Yeah. Of course I do. I mean, well I never exactly lost a pretty close relative of mine. But I do know the feeling of missing someone." He blinked confusedly at her, and she seemed to understand, "I mean, I miss my dad. A lot, actually. And I worry about him. All the time."

Faintly, Peter remembered Gwen's dad was the Chief Police Officer. And he remembered that he was recently on the news, talking about a certain alter-ego of his. "Oh. I, uh, I didn't know that." and Gwen nodded, continuing on, heaving a hefty sigh, "Yeah, well, I do. I just worry he might not -" she cut herself, squeezing her eyes shut, roughly clearing her throat. "I'm just worried that he might not come home one night. Y'know, being a cop and all."

Peter nodded, "That sucks. I mean, that you have to go through that." he said, biting his lip. Gwen looked at him in the eye, and it looked like she was silently apologizing to him with her mesmerizing eyes, "I'm really sorry about your uncle. It sucks. And my dad's sorry he couldn't get any if the cops there in time -"

He cut her off, "It's not like they could've known. It was a car jacker." Gwen just shrugged, "I know, but still. I'm really sorry about that. It's kinda a shame, really. My dad knew your uncle a little." He perked up slightly, "He did?"

Pete didn't remember Uncle Ben mentioning George Stacy. Then again, his uncle never really mentioned much about his friends back when he was alive. But he did remember meeting some guy named Adrian Toomes, his classmate's stepfather, Liz, if he remembered correctly. But that was the only friend of his uncle's he met. The others were a complete mystery.

"Yeah. I heard them talking over the phone a while back. Maybe a month." and then she giggled, "I think I remember your uncle mentioning something about your boxers getting stuck to the fence. Something like that, at least."

His cheeks flushed a deep red, probably redder than his Spider-Man mask. _Oh._ He remembered that day _far_ too well. And Gwen seemed to notice, " _Ah._ So it _is_ true." she concluded with a smirk full of tease. And his cheeks reddened even to a deeper hue. The boy averted his gaze away from hers, "Unfortunately." he muttered under his breath.

"May I ask how?"

He rolled his eyes, cheeks flushed, his entire being hot with embarrassment. "Let's just say Trey has some _shitty_ ideas." he grumbled, and she only laughed harder, slapping a hand over her mouth, trying to restrain her uncomfortable giggles.

Great. It was almost like he was back in that dreadful - and humiliating - day. It was a month before he was bitten by that weird spider. And he didn't really going into full detail about it, but let's just say, Trey suggested something absolutely stupid and long story short...his boxers got caught in the wired fence, and he remembered Uncle Ben having to drive up to them with a pair of really big scissors.

What's worse, as if his whole body wasn't hot with humiliation, his uncle completely ignored that fact (red face and all), he just laughed a little, his laughter not helping at all. Or Trey's.

But in a way, he guess it made sense. He _did_ look pretty ridiculous. Being dramatic and all.

"S-Sorry. I shouldn't be laughing." but she did anyway, biting her lip to stop her giggle fit. Ignoring his burning cheeks, he waved it off. "It's fine. Laugh away. Can't blame ya. I did look pretty stupid." he said, smiling bashfully. Gwen giggled one last time, running a hand over her hair. "Heh. Sorry. Just give me a sec." and with that, she took a deep breath, exhaling slowly, then clapping her hands together, "Okay. I'm good. So, what were we talking about. Oh right. Your uncle and my dad."

He nodded. Chief Stacy and his uncle talked on the phone. And Gwen heard one of their conversations? Did his uncle say anything else about him that could be potentially embarrassing? And what else has Gwen heard?

Ignoring his initial embarrassment, he asked her, " _Soooo_ , my uncle and your dad were friends?"

The blonde nodded, smiling, "Uh, yeah. My dad says they met during one of our marching band concerts. They just talked for a while and just hung out, I guess. I remember him mentioning your Uncle Ben used to be a war veteran."

The teen arachnid nodded, "Um, yeah. My uncle said he was for a couple of years. Now he's an electrician - I-I mean he was. He _was_ an electrician." he faltered for a second, swallowing again. Gwen didn't seem fazed, however, she just seemed to understand. "That's pretty cool."

"Not as cool as having a dad for a cop."

"Eh. Gets kinda exhausting after a while. With the whole worry thing and all."

"Oh."

She nodded at him, "Yeah." and suddenly, her small figure suddenly seem to perk up, "Oh, I almost forgot," she rummaged through the pocket of her minty coat, her delicate hand fishing something out of it, and she held it out in front of him, "I'm having a party in a few weeks. My brithday's coming up and I want a few close friends there."

He just blinked at the card, unbelieving. Close friends? Were they really close friends? Peter didn't think Gwen would consider him a friend or anything. And that alone just boosted his confidence ten times up higher than his spider powers did.

Realizing he hadn't said anything or grabbed the card, he cleared his throat, "Oh." he gently took the outstretched card, his fingers accidentally brushing against hers, and he took it with lightning quick reflexes, blushes smearing both the teen's cheeks. "T-Thanks. I'll be sure to come."

She nodded, biting a nail, "Great. Hope to see you there." she said with a kind smile. And Peter, the love-struck spider he was, only smiled back at her, taking in her captivating beauty, the scent of her vanilla scent flooding his nose, the skin on his fingers tingling from her recent touch. Or maybe it was the microscopic hairs. Eh. He'll go with the first.

Out of the blue, a shrill ring resounded through the mid-day air, both teens jumping at the sound, smiling contest interrupted. Peter restrained a wince. Ugh. It was like a meat grinder grinding through his ears. Stupid enhanced senses.

Gwen grabbed her phone, fingers tapping the screen, and she seemed to be...texting or something. After a second, she tucked her phone back into her pocket, smirking at Peter, and then she looked...actually that look kinda startle him a little; but luckily his spider-sense didn't go off or anything.

She looked like she was studying him. Eyes skimming up and down, noticing something. He squirmed a little under her intense gaze, a blush rushing back to his cheeks. And after another second, she suddenly smirked in realization, "Huh. You look taller." she said.

He blinked once, biting his bottom lip. Huh. He didn't remember his spidey powers changing his height. It was just his muscles, stamina, metabolism, etc. But no. Nothing about height.

He shrugged one shoulder, like he was embarrassed to answer, "I hunch." he excused. Her lips quirked up in a half smile, heading tilting down, "Don't." she whispered. A quiet beep was heard, phone buzzing like a flock of bees. And Gwen sighed, and she sounded disappointed, "Well I better run, tiger."

And without warning, her arms encircled him in a tight embrace, and his body went stiff with surprise, sounding up in his throat with a shocked grunt. The back of his neck heated up, and then she released his arms, giggling softly at his perplexed and reddening face. Without another word, Gwen ran off to the nearby staircase that led her up on the roof, soft thuds could be heard as they faded away, her small and gentle form disappearing into the night.

Peter stared back at her retreating form, mouth slightly agape as he stared at nothing. And then he laughed to himself, facing the bright lights of the city again, and then tilted his head, brows furrowing.

"Tiger?"

* * *

"Spider-Man. A _spider_. It just _had_ to be a spider!"

Sam Wilson rolled his eyes from his spot on the stool, huffing, "For god's sake, Tic-Tac, let it go _already_." he snapped, restraining the urge to slap the ant hero upside the head. From her spot, Wanda sniggered, almost choking on her coffee.

Bucky took a swig of orange juice, raising an amused brow at Ant-Man, "What is it with you in spiders anyway?" he asked, lips curving into a smirk. Scott threw his hands up, almost exasperated, "Uh, well, for starters, there's like, I don't know, _millions_ of species of _poisonous_ spiders. With _venom_. _That can kill you!"_

Wanda shrugged, smirking at the reformed thief, "So? Lots of things can kill you." she said, her voice dripped with tease. Sam nodded, "You're also an _Avenger_." he pointed out. Bucky pointed a metal finger at him, nodding in agreement. Scott faltered for a second, shaking his head adamantly, "Same difference."

"How is it the same?"

 _"It just is!"_

Tony Stark suddenly strolled into the room, a fancy glass in his hand, "Is Tic-Tac still complaining about the spider guy?" he asked, but it sounded more as if he was pointing it out, like he already knew the answer.

Falcon nodded with a roll of his eyes, "Unfortunately," he muttered begrudgingly, rising up from his seat. "So," he folded his arms over his chest, eyes slightly narrowed, "I'm gonna assume you've already looked in to this guy?"

Tony rolled his eyes. Was he really _that_ predictable? "You all know me too well. And yes. But so far, I've got nothing. Just some blurry video." he answered begrudgingly. Wanda suddenly spoke up, "Do you think he might be a threat?"

"By this point, who knows anymore?" Clint called out, Natasha and Steve trailing behind him. "You guys talking about the spider guy?" Steve asked.

By now, almost all the Avengers knew about the new and mysterious Spider-Man. He was all over the news; worldwide. And to be quite honest, they weren't really sure what to think. After Ultron, they weren't sure whether or not anybody was ever really on the good side or something like that. And this Spider-Man just popped out of the blue. And they weren't sure if they should consider if he was a threat or not; considering he stopped a recent robbery and mugging.

Bucky shrugged, "I think he might be decent. Didn't he save a girl from being mugged?"

Natasha folded her arms, "True, but who knows what his intentions are? Like you said, he stopped a robbery and a mugging. Petty crime."

Bucky shrugged again, "Maybe he stops petty crime?" he suggested. Clint walked up to the fridge, grabbing a carton of milk, "But why? I mean, who stops petty crimes? We have cops for that." he argued before chugging down the milk, Wanda's grimacing in disgust when he put the carton back in.

Tony looked at his watch, "Yeah, well, for now, JARVIS is just keeping tabs, if you will, on him. I think we can relax for now."

Before anyone else can say anything, the elevator to this floor of the tower suddenly dinged to life. Instantly, all heads swiveled to the sliding doors as they slid open, revealing not one but three figures.

One in the right was a caucasian man with charismatic glint in his eyes, a faint smirk stretching his lips slightly. In the middle seemed to look like a teenage boy; he had dark skin as the man in his left did, and his chocolate brown eyes skimmed the whole excitedly, like a kid in a candy shop. The man in the left, however, unnerved a few of the adults in the room. He had dark, aged skin, black shirt and jeans, even shoes, and a black trench coat, hands buried in his pockets. He had a clean shaved goatee, shiny bald head, and an eyepatch tied around his head, unruly and gruesome scar hidden beneath.

All adults raised an eyebrow. Huh. They weren't expecting Nick Fury or Agent Coulson for a visit, unless they were called in for a world-destruction mission. So why were they here? And why was there a teenager with them?

Stark was the first to break from his brief shock, "Eyepatch? What're you doing here? Wait. Don't tell me." he looked at the teenager, whose head was whipping all over the place with a giant grin, and then Tony looked back at Fury, "You want us to babysit?" he asked with his all too familiar smirk.

Sam and Scott snorted quietly, looking at Fury expectantly.

The man in question rolled his eyes skyward, frowning deeply, "No." he answered curtly, glancing at the young boy.

Natasha, stoic and unnervingly calm as always, spoke up. "What is it Fury? What happened?" she asked, occupants in the room bracing for an answer.

The teenager suddenly perked up, eyes landing on Natasha, and his grin broadened, "Holy _shit!_ It's _Black Widow!_ And _Tony Stark!_ Oh my god, _Captain America!_ This is the _best day of my life!_ " he laughed, bouncing on his toes. Everyone in the room stared at him amusingly, Natasha's lips quirking up a little. Coulson merely grinned, bowing his head down with a quiet chuckle.

Fury, however, didn't seem one bit amused. He glared fiercely at the boy, who remained oblivious by the director's stare. Harshly, he cleared his throat in the teen's direction, whose smile faltered as he turned his head to Nick. Fury gave him a look that was full of warning, and the teen backed down in an instant, shrinking under his intense gaze.

He timidly shuffled backwards, lowering his head head down, finding the floor more interesting.

Nick nodded once at him, turning his steely gaze back to Stark, "What do you know about this new guy?" he asked, his tone commanding, as if he was daring Tony to bark back with a quip. Stark looked dubiously at him for a second, before answering with, "What, the Spider-Man?" and he shrugged, "All I know is that he travels by webs."

" _Everyone_ knows that by now, Stark." Fury retorted.

At the mention of the new spider hero, the teen suddenly perked up, whipping his head up so fast he surprised himself, "Why is everybody so hung up on this spider guy? All he did was stop a mugging and bank robbery." his voice was tinged with a little bit of whined defensiveness and confusion.

The Director of S.H.I.E.L.D. sighed, "Trey, not no -"

Tony interrupted him, "Trey? Is this your son?" he asked with a smirk, looking at Trey.

Trey's eyes popped wide open comically, backing away two feet, his hands up in surrender, "Whoa, whoa, _whoa._ First of all: no. No. Yeah, _no_." he jammed his thumb at Fury, "He's a lot of things. But he is _far_ from being my dad."

"That's just my nephew," Fury corrected dismissively with a roll of his eyes. "Now answer my question." he said a little huffily, exasperated, a migraine gliding the base of his skull.

Behind Tony, everyone shared a look. They knew Fury mentioned a wife, but a nephew? Wouldn't that mean he also had a brother or sister, maybe a cousin? And from that little interaction, it seemed as if he and his nephew didn't get along too well. Just how many secrets was this man hiding?

"Right. The spider guy. To be honest, I don't really know. There's just this really blurry video. Might as well be trash." Tony explained, his voice lacing with boredom and annoyance. "If it's any consolation, the guy's not a machine of mine. And why are we talking about this guy?" he asked the older man. In response, Fury scoffed, "Just making sure you guys are being cautious. I don't need another worldwide invasion in my hands."

"But Uncle Nick, Spider-Man's not really a threat. He barely did anything." Trey argued bemusedly. Nick sighed at his nephew, "It's not that I think he's a threat, Trey," he started calmly, "I just need to make sure the world is still in safe hands. I'm just being cautious. For now, we're leaving the spider guy alone."

Clint twirled one of his arrows in his hand, "So the Council's okay with this?" he asked skeptically.

"I don't think they really care about the spider right now." came as his answer.

Cap placed his hands on his hips, "And what happens if they do?" he asked seriously, eyes narrowed, lips set in a thin line.

"Then you'll wait for an order. You guys can relax in the meantime. Trey's keeping me updated on the guy if something serious happens." Trey sent him a look, "I am?" he asked. A glare was sent his way, and he held his hands up in surrender, "Got it." he muttered.

And suddenly, Fury narrowed his eyes at a certain billionaire, "Also, I would like to speak to Stark about an incident involving almost blowing up my nephew's school. With him and other civilians in it." he growled slightly, giving Stark one of his steely glares.

At the mention of the incident, Iron Man rolled his eyes, rubbing his temples, "Right," he looked over his shoulder, brown eyes landing on Bucky, who raised a curious brow at him. He made eye contact with Trey, "Uh, hey, Trey, why don't you go play with Winter Soldier over there while the grownups talk a bit, kay?" he said, waving a hand to Bucky, who sent him a look and swatted Falcon over the head when he snorted.

Trey raised an unimpressed eyebrow, but nodded anyways, "Uh...okay?" and hesitantly, stealing a glance at his uncle, he walked over to the former Hydra assassin, who stood awkwardly just as the teen did.

Bucky offered he could check out the metal arm of his. He didn't know much about children or their interests in this time. But even he knew anybody younger than 18 would be ecstatic about a metal appendage. At the mention of the arm, Trey's eyes brightened as he happily nodded, fingers prodding the metal appendage, knocking it as if it were a door.

The Winter Soldier just stood there rigidly, muscles stiff. And Sam just watched in smug amusement, his face portraying _'take that, jackass.'_ and Bucky just glared at him in annoyance, mentally planning to get him back for that later.

* * *

The drive back to the apartment was relatively quiet. Peter could hear cars whizzing past and behind them. The windows were partially opened, cooling his forehead. Aunt May didn't say anything other than to comment on the award, saying how proud she is. He only offered a quiet thanks, and she seemed to understand. He didn't really wanna talk.

After about ten minutes or so, they finally pulled up in the complexes parking spaces, the car screeching to a halt. As he stepped out of the car, staring up at the tall building, he couldn't help but think, _'still can't believe I live here.'_ And it wasn't in a good way.

It still felt like it was all a dream. But it was real. They were no longer living in the suburbs. Now they just lived in some lame old apartment. He should've known. Ever since Uncle Ben died, Aunt May couldn't afford all the required payments, and in result, they had to move here. But he supposed he could deal with it. Like he did with everything else.

But he missed his old room. That thought came to him when he stepped into his new room.

It was blank. Just a few posters, a few old-fashioned computers, and a bed. And a few of his experiments. But that was all. There were drawers and a closet, and a bookshelf in the corner. And unbeknownst to Aunt May, there was another secret closet in the ceiling, which he used to store his Spidey materials.

A knock slapped him out of his thoughts, and May's head poked in, "Peter? I was wondering if you wanted a bite to eat. Your favorite, spaghetti and meatballs." she asked him with a kind smile, hooking a loose strand of hair away from her face.

Peter just stared at her blankly, slowly shaking his head, "No thanks. I'm fine." he said, forcing a smile on his face, turning his back on her and plopping himself on the bed, dropping the trophy and certificate in his basket of dirty laundry.

Aunt May, however, didn't seem to believe him. Instead of leaving, she only entered the room, frowning, "No you're not." she disagreed, taking a seat across from him, leaning a little on the bed. Her eyes shone with unshed tears; she must've missed him too, today. "I can see it in your eyes." she gently took her hand in his, "And you don't have to hide behind a mask." she said softly, stroking his thumb.

Restraining the urge to laugh out loud at that - she'd be surprised - he only smiled faintly, shrugging helplessly. A lump grew at the pit of his throat, and he desperately hoped his aunt would leave so he could put on his costume, and go out on his patrol and listen to the police scanner. But unfortunately for him, she wasn't budging.

Tears gathered in his eyes, and he swallowed painfully, "I-I," he squeezed his eyes shut, and his loving aunt shuffled herself beside him, wrapping an arm around his shoulders, rubbing his back soothingly. And after a second, assuring himself he wasn't going to explode right at that second, he quietly admitted, "I missed him a lot today."

May nodded in understanding, pursing her lips, "I know," she agreed, "I miss him too."

Peter licked his dry lips, "I just can't help but replay the last thing I said to him. He was just trying to tell me something important. And I threw it right back at his face." he couldn't contain this anymore. Uncle Ben was trying to be the father he was to Peter, and he just screamed at him. And all for what?

He couldn't forget what happened that night. It was as if someone rammed a wooden stake at his heart. He could picture the hurt on his uncle's face as he practically yelled that he wasn't his dad. He saw the relieved, shaky smile that adorned his uncle's bright face as he knelt in front of him, holding his hand tight. And he watched as his eyes slid shut. A fresh gun wound puncturing his heart. As Peter let him bled to death.

And all he wanted was to tell someone about it all. About his powers, his uncle, Spider-Man. And while he only kept Spider-Man a secret, for his loved one's safety, he was just so glad he could tell Aunt May about it. Even if just a snippet.

May nodded again, but then she shook her head, "He loved you, Petey. And you loved him. He knew that. And he would be proud of the man you would become. And I know he's proud of the boy you are right now. He wouldn't want you to blame yourself over this. It wasn't your fault. Understand?"

Her eyes shone with understanding and confidence, and her tone was soft, but it was still firm that shook Peter inwardly.

And he knew that wasn't true. None of it was. It was his fault. He had let Uncle Ben die. It was because of him. But Aunt May was saying this like she knew all of this. But only he knew. And for now, it was going to stay that way.

Reluctantly, he nodded, a few tears trailing down his cheeks, and May wiped them away. Both shared a smile, Peter leaning into her shoulder, and she rubbed his arm affectionately.

Their family moment was interrupted by a loud buzzing sound coming from Aunt May's pockets, and she reached an arm to her pocket as she tapped her phone on. Peter scooted a little from her on his bed as he watched her eyes skim over the screen. She cursed under her breath, tucking her phone away in her jean pocket.

"I'm really sorry about this, but the hospital just called in. They kinda want me to work late. Are you gonna be okay here by yourself?" she asked, disappointed. Inwardly, Peter whooped with relief as he outwardly nodded with a reassuring smile. "Uh, yeah."

Aunt May gave him an odd look, "You sure? Remember the last time I left you home alone?"

Peter laughed in spite of himself, "Come on, I was twelve! I'm a lot more responsible now." he argued with a smile.

May raised an eyebrow at him but simply let go of tsituation, sighing in defeat. "Fine. But I better not regret this." she warned, Peter ushering her out of the room. She paused at the doorway, looking over her shoulder, "But don't open the door unless it's Mr. Dikovitch. And don't use the stove. Oh, and remember to brush your teeth! And don't forget that Trey -"

"Oh for my sake, Aunt May, would you just go already?" the teen laughed, gently pushing her with an inch of his strength. "I'll be fine. I promise."

May smiled at him, eyes softening, "I know. I just wanna make sure." and she reached down her pocket again, "Oh, and before I forget," he heard a crinkling paper sound coming from her hand. She fully turned around to face him, gently grabbing his wrist, interlocking his hand in hers, "Here you go, kiddo."

She let go and his gaze fell to his hand, and the hundred dollar bill resting in his palm. He furrowed his brows, shaking his head slowly, "Oh. Aunt May, you don't have to -"

"Yes, I can." she cut him off, slowly closing the door, her head the only thing visible, "You've earned it, Slugger." and without another word, she blew a kiss at him, wishing him goodnight (and _another_ warning to be careful), and closing the door with a click.

Blinking rapidly, shaking himself out of his daze, Peter stuffed the dollar bill in his drawer, locking his door, stripping himself to his boxers. He bent to the bottom of his bed on his knees as his arm reached for a tall wooden stick, using it to open the ceiling closet door, his costume dumping to his bare feet.

He peeled the costume on, slipping his mask over his head as he grabbed the black police radio, turning the dial. He heard a crackling sound emit from the device as he crawled out of his window, shutting and making sure the window wasn't locked, before crawling along the brick wall, twisting himself to leap over to a tree.

 _We got a code 9-8 in Bowery. I need all units down here. Hold your fire. I repeat: hold your fire._

And soundlessly, he leapt off the trees and web-swung into the night, into the direction of Bowery.

* * *

After threes hours of Spidey patrol, Peter had thwarted five bank robberies, two attempted rapes, and six muggings. All in all: a pretty successful night. Not to mention his clever and class quips, if he did say so himself.

He stuck a web strand to the window of his bedroom, swinging himself to it, hands sticking to the surface. It was nearly midnight by now. And Aunt May's late night shifts usually ended at three, so the teen wasn't too worried.

Peter peeked skittishly through his bedroom window, slowly sliding the glass up and he wiggled his small frame through the opening of the dark bedroom. He crawled onto the ceiling, shutting the window with one foot, and then he pulled off his mask and tossed it to the floor. And then Peter dropped to the carpet on the balls of his feet, huffing exhaustedly, kicking his boots off, letting them thud to the corner of his room.

He pulled his gloves off, tossing them near his Spidey boots. He peeled the rest of his costume off, covered in grime and sweat, his flesh littered with a few bruises. No thanks to that bank robber bastard with the metal stick while all Spidey was trying to do was get that little girl out of harm's way.

He rolled his shoulders, groaning quietly. _Ugh. Note to Self: Take two showers tomorrow._

He dragged himself towards his bed, ready for a good night's sleep, and he froze, the color draining from his face, muscles taut, eyes wide, and ice filling every fiber in his being.

His wide eyes met with a gaping, gawking face that directly met his stare. He was sitting rigidly in Peter's bed, his gameboy slipping from his numb fingers as it clattered noisily onto the floor.

Peter didn't know how or why his spider-sense didn't warn him that was somewhere was there or how the hell he didn't notice he was here. _Trey._ His best friend and a fellow classmate, sitting on his bed, pointedly staring at the bright red and blue puddle beneath his feet.

Slowly, Trey's wide brown eyes met Peter's startled hazel one's, and it seemed to take all of his willpower to yell out:

 _"What the **hell?!"**_

* * *

"Mr. Osborn."

Norman Osborn hummed to his butler, Bernard, in greeting, barely acknowledging him as he read his newspaper article. He smoked on his cigar in his living room, puffing a cloud of smoke as his steely and aged eyes skimmed the dark, printed letters.

"Mrs. Lorenzo called." his butler informed him, his tone rimmed with slight distress.

Norman suddenly perked up, lifting his head up to meet Bernard's slightly panicked eyes, "What did she say?" he asked, frowning. He ignored the headache brushing his skull, instantly regretting using himself as a human test subject for the experiment, but it was for the good of his company, to keep the only thing he has left to keep him sane, ever since Harry and his beloved wide passed on.

Bernard's tone did not ease the man's tension one bit, "Dr. Stromm is dead, Sir." his grave tone spoke in the all too quiet room.

Ice filled his veins. _No._ It can't be. He just saw Stromm last night, he was helping Norman with the test experiment. Everything, however, was in a muddled haze. The last thing he remembered from the lab table he strapped himself to was cold. And when the green gas flooded his capsule left his nose and eyes stinging. His head hurt. _Everything_ hurt. And he could've sworn his heart stopped for a few seconds. And then he fell unconscious, lost in a green maze.

But...that's what _he_ remembered.

"How can that be?"

Bernard frowned, furrowing his brows, "He was murdered, Sir."

Before he could summon a reply, "And remember the prototype of that glider?" he asked, his voice edged with slight panic.

"What about it?" Norman asked slowly, dread thick in his throat.

"It's been stolen, Sir."

* * *

 **A/N: Well...here's a slightly longer chapter for ya. I put in some Avengers in here, sharing a few concerns of Spider-Man. And I appreciate all of these reviews. And I gave Norman a small cameo. Next chapter, expect a few bigger things. And fellow authors, if you'd like, you are more than welcomed to PM me for anything. Next chapter. The progress. Just to chat. Requests. Assistance if you'd like to make a little input to this story, or if you need any help with yours. Don't be afraid to ask. Next chapter will come in a little while. Don't expect it too soon. I still got a bunch of stories to update. And I HIGHLY recommend you guys watch the new Spider-Man, if you haven't yet. It's FANTASTIC! I can't pick which one I like more. Tobey's or Tom's. Bye!**


	9. Chapter 9

**A/N: I'm baaaack! And I appreciate all of the reviews, but one in particular did bother me slightly. This message goes out to Yo. I know Tiger is Mary-Jane's thing, but this story is fifty percent mine, my friend, DivaGlam (she doesn't have an account), also writes some of the story on here, and I just go with it because she came up with it, I just write it how she likes. I wanted to go with Bug-Boy, but that wouldn't make sense because she doesn't know Peter's Spider-Man. And Mary-Jane's not in this story so someone has to call him Tiger, right? And yes, I know that particular Spidey/Avengers plot had already been used a MILLION times, and don't worry, for now, he's just a stranger. And I think I'll stick with Gwen as the love interest, adding a few comic stuff. And another thing, the difference between this story and a few other Spidey/Avengers crossover is that with Peter having a crush on Gwen, in most of them, she knows about Spidey and they're already dating. They're not dating in this one and she's not gonna find out for the meantime. I still appreciate the comment and I didn't find it mean at all, just a little unfair of you to assume that with me and fellow authors. We're not all the same, y'know.**

 **I think that's pretty much it.**

 **Onward!**

* * *

 _Peter Parker was under the table, gripping the cold steel legs with shaking fingers, knuckles sprinkled in an icy shade. It was the third day of kindergarten, and already was the five-year-old hating it. He was hiding from Eugene 'Flash' Thompson, who, for the past first three days, had stuffed him in cubbies, made him eat dirt, and had the whole class calling him 'Penis Parker'._

 _What a meanie!_

 _This morning, Flash stole his lunch, taunted him with a sneer, and tripped him during recess, scraping his elbow. And it really hurt!_

 _And when recess ended, he'd finally had enough. He couldn't take much more of the bullying. Yes, Peter knew he could just tell his teacher about it or his mom and dad, but he didn't want to bother them all with his needy problems; his teacher already had to handle more than a hundred kids, and his mom was exhausted, his dad battling with mountains of work, which Peter didn't really know about._

 _So to be straightforward, Peter didn't wanna be a bother. They had their hands full. And he thought he could handle Flash's bullying for the meantime._

 _He was wrong._

 _After recess, there was playtime, which was probably an excuse for the teacher to sit back and relax, probably taking a long nap. And while all the other kids were playing, Peter decided to hang out under his group's table - who consisted of Ned Leeds, Mary-Jane Watson, and Harry Osborn._

 _And why did Peter decide to hide under a table? Good question. His mom would call it one of his quirks. He did this whenever he was frightened. And yes, he did learn that word all by himself, thank you very much. Somehow he felt safer under a table, no matter how small. It was just what he did. An instinct. Quit judging him._

 _He watched distantly as everyone was laughing, girls playing with their dolls, or playing some weird house-homey game with the toy kitchen set, boys playing with action figures, building blocks, all that sorts of stuff. And he felt something inside him shift._

 _A ball of envy dropped at the pit of his chest, making his stomach feel all weird and empty; it was like he wanted to throw up but couldn't. Or didn't want to. And as he watched on at the muddle of kindergartners, playing with their friends, he couldn't help but envy all of them. They all had someone their age to play with. He didn't._

 _Peter was already titled as the science nerd, his name labeling with a male reproductive part - another word he learned all by himself - so his chances of having any friends were VERY slim. He wasn't good friends with any of the kids at his table. Mary-Jane was sweet, and kinda pretty - not that he was liking or her or anything - girls were yucky, Ned seemed nice, but he was really excitable, and had other friends, and today was Harry's first day, and judging by his last name - his dad working for his dad and all - it wasn't hard to put two-and-two together._

 _Harry was his dad's boss's son, Norman Osborn. Peter had yet to meet the man, but judging the way his father talked about him, he seemed like a very smart man, mean, and he had a lot of money. And Peter was pretty sure Harry wouldn't want to be friends or anything like that. Not if someone told him about Peter's reputation. Okay...his dad had to teach him that word, but shouldn't that count for something?!_

 _So to be blunt, Peter really wished he had a friend. Someone to play science with, someone to watch Star Wars with, someone to share Captain America comics wit -_

 _"Hiya!"_

 _What the -?_

 _The brunette snapped his eyes wide open, meeting face-to-face with a fellow classmate of his. His blue eyes were wide with wonder, a kind warmth settled in them, his dark auburn hair gelled neatly on his head, and his clothes looked really expensive, like from a toddlers magazine. And it took almost a minute to figure out who was staring at him._

 _Harry Osborn._

 _The son of Norman Osborn, rich and smart man, who had his own company, OsCorp, from what his dad told him. Peter had only seen the man once. It was the day parents could bring their kids to work, and his dad Mr. Osborn had a brief chat. There was something...off with the man, and how his dad acted around him. Peter's dad acted all...mean or something to the man, his bright brown eyes looking mad and his voice sounded weird, angry or something like that._

 _Mr. Osborn had icy blue eyes, a shade lighter than Harry's, but there was something in them that Harry didn't have, they were ruthless and cold, lips tighter than an envelope. He was somewhat nice to Peter, or maybe that was just his wife. She was nice to Peter, greeting him with a kind smile, matching Harry's. Norman just looked...blank. There was another word for it, but Peter forgot how to pronounce it. Nondifferent or something like that word._

 _A hand suddenly waved in front of his face, and Peter flinched back violently, hand letting going of the table's leg. His hazel eyes met with Harry's sky blues. "Helloooo? Anybody there? Think, McFly!" he called out playfully, laughing at his own joke, but Peter didn't get it._

 _Brows knitting together, he tilted his head with a curious frown, looking up and down at Harry. Why was Harry Osborn talking to him of all people? Was this a prank? Another of one of Flash's jokes? Or was Harry just that bored?_

 _As if hearing his inner thoughts, Harry's arm reached out, waving a juice box in front of Peter's face. "I saw you sitting by yourself. And I thought you could use some juice. Ya looked sorta scared." his five-year-old voice squeaked out, grinning bashfully. Peter could only blink, muttering a quiet "oh," and his hand slowly inched to the box, his frail fingers gently accepting the drink, and behind his black rimmed glasses, hazel eyes scanned the box. It was apple juice._

 _Suddenly, Harry gasped, eyes brightening, breathing out, "Cool!" and he shuffled himself under the table, taking a seat next to Pete. Hey, that rhymes! Peter watched as the red head fumbled with a robotic-looking spider, eyes wide with wonder and enthusiasm. "Whoa! This is SO cool! Where'd you get it?" Harry asked with a bright grin, fingers playing with one of the legs._

 _It was a silvery, robot spider, the size of a baseball. All it could do was crawl, Peter was still trying to figure out how to make it squirt something like venom. What, he had no friends, he had to do SOMETHING in his free time._

 _Shyly, ears splotching pink, the science nerd bashfully answered, "I-I made it."_

 _Harry's widened to the size of saucers, "Really? That's SO cool!" he laughed, gently poking one of the fangs, "You must be REALLY smart." he boasted, handing the robot-spider back to Peter. "T-Thanks." he stammered, setting the spider on his lap, "Do you, erm, l-like spiders?" he didn't know why Harry was speaking to him. Harry didn't seem to be tricking him or anything. And yes, he was a little ahead of some of his classmates, and his teachers were talking something about an advanced class. But he wasn't too sure._

 _Harry nodded vigorously, "Yeah! They look REALLY gross, but my dad told me about this thing called venim," he faltered on the word, his five-year-old self unable to pronounce the word correctly, but he shook his head, forgetting about it, "- that it spits out." Harry's wide firm morphed into something more sheepish, "But I think I just like 'em when they're in those special boxes."_

 _A smile broke on the brunettes face before he could stop it, "They are kinda scarwy." he giggled, and the red head pouted, flicking him on the ear, but not enough to hurt. "Yeah, yeah. Laugh it up." but it seemed like Harry couldn't break that smile off his face. Suddenly, Harry narrowed his eyes, frowning curiously, his blue eyes squinted. "Do I know you from somewhewre? 'Cus you look familawr." he asked innocently._

 _Peter shrugged, "Maybwe." was all he answered. He wasn't too sure what Harry was talking about. Peter's only been around OsCorp once. And all he did there was play with Bat-Man action figures, playing with the fun science fossils game his Uncle gave him for Christmas, and coloring dinosaur books. His dad's work was private for some reason, he knew nothing about it; but he did remember his putting something that was a redish blue color into a spider for some reason._

 _Harry snapped his fingers, facing expanding into realization. "I remembwer you! I saw you that one time when the people working for my daddy bwrought their kids! I saw you with Richard Parkwer!" he exclaimed, like he was proud of the fact that he realized that all by himself. And Peter shrugged, humming in agreement. "Yeah. He's my dad."_

 _"Cool. Why are you sitting by yourself?"_

 _At that, Peter frowned, remembering all too well why he was sitting by himself under the table. He bit his lip, "'Cus Flash is a big meanie." he muttered under his breath, finding the gray wires on the spider much more interesting. "Oh. How come you're not plwaying with your friends." Harry asked, frowning. Peter shrugged, humming in question, "Don't have any," he wasn't too sure if Harry heard him. How was he supposed to answer this question? It sounded kinda embarrassing._

 _What happened next caught him by surprise. "Do you like science?" Harry blurted out, his wide grin returning with full force. Peter's head whipped to Harry's direction, brows shot up in surprise. It took a few seconds for him to answer. He was NOT expecting that question. "Y-Yes?" he kinda answered, high-pitched voice going an octave higher._

 _The red head beamed, "Sweet! Then you're gonna love my house! My dad bought me all these really cool science stuff. But I don't really like science. I'm more into action figures, but you could come over and play with 'em! I have this thing where you can build youwr own helicopter. And I kinda need help with that. My daddy says he won't help because I have to learn this stuff by myself, but I rweally want help. You can come over, if ya want to."_

 _There was a spark of hope in Harry's warm blue eyes, and a shaky grin, almost desperate. And Peter stared, baffled._

 _Did...did Harry just...HUH? Was Harry really implying that...that he WANTED to be friends with Peter Parker? Him? The school's resident science nerd. Him, Penis Parker? Puny Parker? He just always thought someone like Harry would only be friends with kids like Flash. But it seemed as if Harry NEEDED a friend. Like he had a hard time making friends like Peter did. Maybe it made sense. Harry was the son of someone who had his own company, and Harry was someone who could have everything he wanted._

 _But the offer was genuine. Kind...and friendly. He supposed he could, just like, play with Harry for a little bit at his house. He guessed his dad would take him there. He did work for Harry's dad, so it wouldn't be a problem. Why not?_

 _He stuttered, "U-Uh, okay, I'll uh, play with you." he shrugged, fumbling with the spider again, and Harry offered him a giant grin._

* * *

Peter wasn't sure why that memory came back to mind for a quick second. It just did. Maybe because it might've been one of those things you should be grateful for...? Or something similar to that. Of maybe it just helped him forget about the current predicament he was in.

That was the first day he had a friend. Harry Osborn was the first friend he ever had. The only friend he had. Well, before Trey; but he came after Harry, and unfortunately, the two never met, but that was soon to be explained. Harry was really the only friend he had back in elementary. The one person who he could count on. He was always there for Peter.

He was there when Flash gave him a hard time, when the big blonde squirted juice on his pants, making it look like he peed himself - which he didn't, just to be clear. Harry was there, giving him spare pants, and refusing to have Peter refuse them, claiming he had thousands of more in his closet. And Harry was there when his parents left without so much as an explanation. He was there when the brunette learned about the plane crash, killing his beloved parents.

And Peter was there for him in return. From helping him with homework, how his dad acted like he couldn't care less about his son - always paying attention to Peter because of his grades - to his mom's death when she died of that illness. The only parent had that actually showed that she cared, cheering him on. Peter was always here for him, no matter what.

Harry was like the brother he never had. Through thick and thin. Harry was his best friend. Empathize on _was._

They didn't have a best friend break-up or anything. Boys didn't have much drama as girls did. Technically, they are still friends. Kinda. It's complicated.

It was during the first week of middle school, on a Tuesday afternoon. As soon as it happened, Peter was informed by Uncle Ben. He couldn't remember what he was doing on that day. Probably rigging his computer or something, his mind was in a muddled haze when he heard about it. He felt too empty on that day. Numb.

Harry had tragically lost his life on that day. He had lost his life in a car crash, killing him, the driver, and Mary-Jane Watson.

Peter didn't know too much about Mary-Jane. But she was kinda like a good friend, maybe an acquaintance, to be more accurate. She always helped him with his love life. The girl always talked him up to the other girls in her drama class. He remembered faintly she had always wanted to be an actress, and a little bit of a singer, too. For someone so pretty, she was surprisingly nice. He remembered when he had first met her.

She was his next door neighbor, he remembered her dad was a selfish alcoholic but her mom was definitely a lot sweeter. Her aunt, Anna Watson, was friends with Aunt May, and after her mom died and her father was arrested, Anna took the house with her husband and raised M.J. He remembered their meeting all too well. May told him that she was very sweet girl and he didn't like to admit it, he was being a bit presumptuous...okay, don't judge him, but he thought she was kinda...a troll or something.

But he was quickly proven wrong when she rang their doorbell, since he and Harry were supposed to hang out with her at the carnival...and his entire body froze. She had minty green eyes, fair skin like Gwen's, and fiery, deep red hair that simmered like silk, flowing down to her shoulders, curvy and all. For a moment he thought she was a model. And upon noticing his wide eyes, jaw agape, she smirked in smug glory. And he remembered her first words to him.

 _"Face it, tiger, you just hit the jackpot."_

 _Huh. I wonder if that's why Gwen called me that,_ he thought to himself, thinking back to that night with Gwen, but shaking out of the pleasant thought. All in all, M.J. was always nice to him. She was the first to notice his crush on Gwen, encouraging him to join marching band so he could have an excuse to talk to her. Mary-Jane could practically read him like a book. He was always meaning to ask her why she called him 'tiger'. From his basic knowledge, tigers were fierce, powerful, and very violent animals. Well, he was definitely powerful now, but fierce and violent? Yeah right.

She was really nice, easily popular with everybody, attracting guys left and right. And she was an amazing actress and singer. He cried like a baby when she was Cinderella. Granted, they were in first grade, but still. It was sad she died before she could become famous or anything.

And after Harry and M.J. died...he was kind of...sad, and pretty numb. They were his only friends, and Harry always made sure Flash or any of his minions never bothered him, and M.J. just helped him understand girls, even finding out his darkest secrets, which kinda scared him a little with that studying stare she gave him. He was left alone, all by himself.

He sat in lunch alone, picked on, and just...alone.

Yes, he cried, not a lot, just a few tears. Harry was the only person who really understood him. The only one who stood by him. And when he was moved into the advanced classes, he never teased him like a bunch of other bullies did. The one person he could always trust in school. And now he was gone.

And there was nothing Peter could do about it.

But then he met Trey. It was the third week of middle school, Peter was in his first class, Math Class, and he was solving a few problems when the principal walked in to introduce the new student, who happened to be Trey. Peter was asked to show him around the school, and being the good little nerd he was, he said yes.

Truthfully, Peter didn't really have the energy to speak to anyone after Harry died, numb and all. And he certainly didn't have the energy to show someone around school, talking about how great it is or some crap like that. Trey, however, seemed ready to talk. He was loud, energetic, and boisterous. But after a while, sensing the dull energy the brunette had, he sobered down marginally, humming and nodding.

And then both went their separate ways, Trey trying out for Football, Peter being the resident nerd, joining robotics and marching band. And when Flash and his cronies kept torturing him, Trey just nodded along, laughing with them, probably trying to fit in, but now that he thought about it, there was something like regret or anger in his eyes, and Trey would falter with a frown and a look of pity, but the brunette never paid any mind.

And a week later, eating lunch in the cafeteria, just poking his mashed potatoes and carrots with his fork, Trey suddenly approached him, lunch tray (ha! Pun!) in hand, setting it down on the table, sitting across from Peter with a grin, ignoring looks from Flash and other popular kids. Peter just raised an eyebrow, still poking his food, Trey starting to ramble, until out of nowhere (at least, from Peter's mind, he wasn't paying attention), Trey had asked if Peter could tutor him for A LOT of classes, his place on the team in jeopardy.

At first, Peter refused, not ready to have any energy to talk, let alone tutor someone, but then Trey offered a week of torment-free abuse from Flash and his group. And while Peter didn't wanna talk to anybody just yet, he figured he could go a day without getting shoved into a locker. He wasn't a fan of Locker-Knocker time. So why not?

And just like that, the two bonded after a while, Trey sitting at lunch more and more with him, some of Peter's snarky quips coming back, and to the point where Trey started calling him Pete, well, the friendship was locked in. And Peter had found himself a new friend.

But right now...he was in one of _those_ predicaments.

Like, my-best-friend-just-found-me-wearing-a-red-and-blue-spandex-suit-with-the-spider-symbol. That sort of thing. Or my-best-friend-just-found-out-I'm-a-vigilante-and-I-screwed-up-in-less-than-two-days. Something along those lines.

Now...where were we?

A black gameboy slipped from Trey's numb fingers with loud thud, and with Peter's enhanced senses, it felt like his whole body was tingling, stinging his skin unpleasantly. Trey's shocked gaze was staring pointedly staring at the red and blue costume beneath his bare feet, and seconds later, wide brown eyes met his own.

"What the **_hell?!"_** Trey exclaimed incredulously as he rose up from his seat at the edge of his bed, eyes wide with disbelief.

For a minute, Peter couldn't speak, or think about anything except for Harry and M.J.

 _Oh god. Oh god oh god oh god! Tre_ _y, he - he sees me! He sees me in the costume!_ Peter stood still and silent, and he couldn't figure out how to form coherent words, it felt like there was a rock in his throat. His stomach churned, his heart was beating loudly in his ears. He felt like throwing up but he didn't have anything to throw up!

 _Oh man! Crap! Trey sees me! It hasn't even been a week and he knows! Oh crap! This isn't - this isn't good!_ The teen repeatedly berated himself for being so careless. It didn't make any sense. He locked his door and everything. Oh god. Trey knows. He knows and now his secret is screwed up. It's only been a day and already he screwed up the whole secret identity shindig. Ugh, why was he so _stupid?!_

Trey's wide brown eyes were bulging out of his head, "Peter?" he squeaked out, like a quiet mouse from that Cinderella movie. Slowly, he stood up on two shaky legs, "Y-You're...you're...the...t-the..." he seemed unable to vomit out any coherent words out of his mouth.

Shaking his head frantically, a million thoughts buzzed through his brain. What does he do? What should he say? He should say something, right? _Right?!_

"You're...y-you're the _Spider-Man?_ F-From T.V." he squeaked quietly.

As he stood half-naked in front of his best friend, his brain and mind were both scrambling for some kind of information. Maybe he'd try for an intelligent, sciency kind of answer, with the big words and all. Yeah, that could work. He could just say it's Trey's overactive imagination and that his mind was trying to trick him. Only using big and brainy words. It could work! Maybe his secret wasn't in mortal danger.

That's what his brain told him to do. His mouth apparently had _other_ plans.

"N-No I'm not," he stuttered out, an uncomfortable lump forming at his throat, shaking his head feverishly. "I - I'm _not!_ I'm _really_ not! This -" he gestured his arms wildly to the red and blue puddle at his feet, "it's - it's just a _costume_ , this is just -!"

Trey shook his head slowly, eyes growing wider by the second, his pointer finger furiously pointing at the ceiling, "Dude, you were _on the ceiling!"_ he shrieked hysterically, nose twitching. Peter's eyes followed where his finger was pointing at then met his Trey's eyes again, shaking his head, almost desperately.

"I wasn't! N-No, I - ugh, Trey, what are you doing in my _room?!_ " he hissed fearfully.

"May let me in! You said we were gonna work on that science project thing! I've been waiting for hours for you!"

Peter scoffed in disbelief, staring at his friend in a mixture of fear and disbelief, bending down and gathering the puddle of spandex into his arms, almost crushing the costume in his grip as he threw it in his closet, shutting the door...well, more like slamming at the door, surprising and startling himself at the booming sound it made when it closed.

When he took another step to tell his best friend that he had no flipping idea he was talking about, he stopped in tracks as cruel realization dawned on him.

 _Oh my gosh. I_ did _say that. But I thought we were supposed to work on it at_ his _house,_ he realized, slapping himself inside his head for being such a _freaking moron!_

Trey had his hands on both sides of his face, clearly panicked. "Oh my god," he muttered, starting to pace back and forth. "Oh my god, you're...you're _Spider-Man?_ You, Peter Parker, are... _Spider-Man?_ H-How are you _Spider-Man?_ This - This doesn't make _any_ sense. W-Well, I mean, I guess this kinda makes sense but it still doesn't make any sense," he hissed hysterically as he finally stopped his pacing, eyes slowly travelling to Peter, who just stood board stiff in front of his friend, face pale with uncertainty.

His mouth broke into an amazed and baffled grin, and he started to chuckle quietly, "O-Oh my god," it seemed like he couldn't contain his amazed laughter, "My best friend's Spider-Man. I'm best friends with a _superhero!"_ he exclaimed in a hushed tone.

At that particular comment, the corners of Peter's lips twitched, satisfaction hinted across his eyes. He couldn't help but break into a bashful grin. "Uh, well, I don't know about _superhero_. M-Maybe." he replied with an awkward shrug.

Trey's smile faltered, shaking his head slightly, "W-Wait a minute, does - does Aunt May know?" he hissed, brows furrowing. Peter threw his hands up defeatedly. "No! Okay? _Nobody_ knows!" he faltered for a second, "W-Well except for you now." he grumbled.

Trey's wide grin nearly broke his face in half, and he huffed a chuckle between his lips, "Oh - Oh my _god._ " his eyes practically bugged out of his head, and it seemed like Trey was trying to keep still, bouncing on his toes. "Holy _crap!_ You're - you're the _Spider-Man!_ I-I can't believe it! _Dude!_ Why didn't you tell me?!" he laughed, breaking into a baffled grin.

Peter's entire system was basically buzzing and tingling with trepidation, anxiety, and adrenaline. He ran a hand through his hair, swallowing heavily.

"Trey, look, you gotta listen. Y-You - You can't tell _anybody_ about this! You've gotta keep it a secret!"

Trey raised an eyebrow at his friend, face dropping faster than any rock falling into the ocean, looking at Peter like he had grown three heads, "You want me to keep it a _secret?_ " he repeated slowly, _"Why?"_

An arm gestured sharply to the door - even though a certain someone wasn't home, but he was trying to make a point - "You know what she's like!" he hissed venomously, "If she finds out people are gonna try and kill me every night, she's not gonna let me do this anymore! Come on, Trey, please." he pleaded desperately.

Trey blinked dubiously at his friend, his brain cells clicking and whirring to comprehend this _amazing_ discovery he had just witnessed. He could hardly believe any of this. Yes, he knew he shouldn't be so shocked about meeting a hero right in front of his face, but his mind couldn't accept it. He had just met the Avengers hours ago. They were Earth's Mightiest Heroes. And he was related to the man who started it all. He didn't get along with his uncle, neither did his mother or father, but they somewhat respected him. And his Uncle Fury (that sounds so weird in his perspective) always made sure he was out of the danger zone. Thus resulting him almost never going anywhere except for New York. Stupid paranoid uncle.

But Peter Parker, his best friend since middle school, was some type of _superhero?_ He couldn't say it or even think it without giggling. Technically, not a lot of people thought Spider-Man was a hero, more like a vigilante, but technically a hero...even if he only did two things. But he had _superpowers!_ From what he saw - and based on the name and costume - he had... _spidery_ abilities, a kick-ass costume (but why spandex?), and he wanted him to keep it a secret?! It was just - just hard to believe considering his current...well, high school status. _But seriously?!_

"Okay, okay, okay, okay. I'll level with you," he licked his lips, trying to keep a calm facade, like his uncle did, but with everything he had just saw, his face shattered and poised into one of the dorkiest grins on the planet! "I'm sorry, but I really don't think I can keep this a secret! This is literally the _greatest_ thing that's ever happened to me, Peter!"

Well...sure, his uncle was _the_ Nick Fury, and he did meet some of the Avengers, but that wasn't the point!

Peter groaned in exasperated disappointment, gripping his face in his hands and turning away from him, banging his head softly on his door, "Oh my god, I _can't_ believe this is happening right now..."

He _cannot_ believe this. As if his life wasn't _anymore_ complicated, now _this?_ What's next, Harry suddenly rises from the dead, takes a picture, and sends it to their whole school, then to the news, then to the government, and his Aunt May finds out, forces him to quit, and then he has to run away -! Oh, god, he cannot _handle_ _this right now!_ He _had_ to keep his identity secret. That's kinda in the term _'secret identity'!_ If Aunt May ever found out, she'd make him quit in a heartbeat. And now that Trey's found out, it was only a matter of time before he slipped the news to everyone at school. He was Spider-Man for a reason. To protect people. And that meant Aunt May and Trey. She was his only living relative left and he didn't want give her another burden, and Trey was his only living friend, and the guy wasn't the best at keeping secrets.

His stomach coiled and twisted at the very thought of anyone ever finding out about his powers, and the new hero persona he was trying to maintain to keep secret. If word got out...who knows what'll happen. Who know what will happen with Aunt May. He was a minor, and technically doing something illegal, even though the cops hadn't called him out on it. But May was the adult, she was his legal guardian. There was always a possibility of her having to pay the price or legal consequences. And he did piss off a few bad guys, but they were just petty robbers and stuff. And if she ever found out...he couldn't even think about it. And he couldn't just stop, no way. But she would be worried sick about him. Staying up all night, probably thinking about the dangerous stuff he was dealing with. She would be a mess. He couldn't do that to her, not with everything else that's recently happened. She was already worrying about him.

Turning back around to face his friend, "Look, May _cannot_ know. I can't do that to her right now. I can't. You know," his voice began to waver, eyes big and pleading, "w-with everything that's happened to her. _Please._ "

His smile faltering at the pleading and desperation tone coming from his best friend, Trey's expression softened, and if Peter was really desperate for this secret to not slip up...then it had to be pretty serious. Swallowing thickly, he nodded hesitantly, "Okay," he whispered, before nodding again, "I, uh, I won't tell anyone."

"J-Just swear it, okay?"

"I swear. Just - Just relax, Pete."

Sighing in relief, Peter whispered a barely audible, "Thank you," and his arm reached out for a grey baggy sweatshirt, pulling it over his head and past his torso.

Trey blinked a few times, before his wider-than-earth grin returned full force, "Oh my god, this is seriously the _best day of my life!"_ he laughed, Peter folding his arms over his chest with a roll of his eyes, "First, I meet the Avengers, then I get to touch the Winter Soldiers arm, and then I find out my friend's a -"

"Whoa, whoa, whoa. Wait a minute. Did - did you just say you met the _Avengers?"_

Trey's wide smirk tugged back down into a frown, eyes widening at his little slip up. He didn't mean for that to slip up. He studied Peter's face. His eyebrow was raised and he wore a suspicious frown upon his lips, head tilted slightly, eyes scanning up and down at him. And the back of his neck heated up. Should he tell him? Trey wasn't exactly allowed to tell people that his uncle was Nick Fury, director of SHIELD. His uncle had always told him it was dangerous and stupid. He could accidentally put himself in grave danger if some unknown enemy had found something to use against Fury. And _boy_ did his uncle have a lot of enemies.

 _Buuuut,_ he was also ordered to report that if he found out anything serious about Spider-Man, he was to report it to his uncle. But Fury never told him if his secret identity was serious - yeah, okay, he knew that one. But his uncle just said serious, not his identity. And he already swore to Peter that he would never tell a living soul, even though he was dying to.

Eh...why not?

Shrugging, Trey tried to come up how to say it, his mind reeling, "Uhhh...I came up to the tower a few hours ago."

"Mm-hmm. And _why_ were you at the tower?"

Licking his lips nervously, he pasted on a sheepish grin, "Do you, uh, do you remember that uncle I told you about? The one from the government?"

Narrowing his eyes slightly, Peter slowly nodded, "Yeah. What about him?"

It was now or never. "Pete, have you ever heard of...Nick Fury?"

* * *

Sam Wilson, James Rhodes, Bucky Barnes, Bruce Banner, and Clint Barton all lounged around the living room area, either gulping down coffee, finishing breakfast, or just watching the news. They figured they could kill the time before training. Yes, they all trained, but that was to be expected.

They all stayed in the training room for about an hour to train. Bruce didn't really train much, considering the other guy could handle it, but it was always nice to know he could defend himself without breaking another city. He doesn't need Ross on his back, that man just terrified him. And then after training, Tony went off back to his labs with Bruce, and they would wait for Tony's intern, Peter Parker.

Sam, Bruce, Darcy, and obviously Tony had all met the kid. He was pretty nice. Smart as hell, and a little snarky too. He kinda reminded them of a mini Tony...only he wasn't as annoying as the actual Tony. And yes, Tony was pretty offended by that.

They all didn't really know much about the kid. He was smart for his age, went to a pretty hard school to get into, although some people got by with money or something. Other than his age, IQ, and his school they almost knew nothing about him.

Sam and Darcy once had a conversation with him once. Darcy had caught him doodling something. When Sam asked what she told him she saw might've saw black lines over red in a weird pattern. He seemed to be upset about something though. Especially after that weird phone call he had with some friend of his. Sam noticed he might've been sad about something, using his therapist knowledge. Neither questioned him on it; it wasn't exactly their place to ask and they didn't really know him and he didn't know them very well. But he did recognize Falcon.

Bruce was fond of the intern. He was kinda shy and awkward, which reminded Bruce of how he was like back in school. And he practically babbled on about his papers and how fascinating they were. It made Bruce feel warm with delight. Most people only knew him as the Hulk and they never really seem to care about his science work and all. He didn't really feel respected in the science community for a while, he had always thought people would forget about that part of his life. He really did miss the old days sometimes. But things were looking up for him. He could control the Hulk a little better now, thanks to some help from Natasha.

Tony seemed to like his new intern. He had a high IQ, but not higher than his, thank you very much. And he could never stand still in the lab. He always tapped his leg, bounced on his toes, or just fidget about. He reminded Tony of a puppy, yipping and yapping. But there was something...off about him. When he had first started working, Tony had noticed a few bruises and scrapes, poorly covered up with his sleeves. Tony had thought nothing of it at first but he made a mental note to keep a first aid kit near the kid. And then after a week he seemed even more off. He didn't move around as much. When he smiled it looked kind of forced, looking more of a grimace. He could tell something bad happened to the kid, but decided against asking him about it. It wasn't really Tony's business to pry into and Pepper would just yell at him for it. That woman was terrifying sometimes.

The news report talked about two things: The new vigilante, Spider-Man, and something weird flying around the city.

At the mention of the city's new...wall crawler, all men perked up, pausing in their tracks at whatever they were doing before. They listened intently as the news reporter talked on and on about the recent crimes Spider-Man had thwarted. From the reporter's knowledge, Spidey had apparently stopped a few more bank robberies, attempted rapes, and a bunch of muggings. Sam almost looked impressed.

None of them were against Spider-Man or anything. Hell, they haven't even met the guy yet. But they were curious. Clearly he wasn't posing as a threat but they still wondered. What was his deal exactly? Well, obviously he wanted to help people. But why the secret identity and what were his powers? It didn't make any sense. And the guy literally popped out of nowhere. Was he trying to hide something other than his identity?

But they all let it go. The man wasn't a threat and he was helping out. That alone earned their respect. But maybe they would have a little chat with him if they ever ran into each other. But that was probably unlikely. The guy was fast. No one could get a clear picture of him.

And they found themselves perking up at the mention of something flying around in the city. Reports say that there was this man - or woman - flying around New York and then suddenly disappearing.

"What, like with wings or something?" Bucky asked, eyes calculating the blurry screen of the figure. Clint squinted his eyes, trying to get a better look, "Looks like...a glider. I don't know."

Bruce shrugged, pushing his glasses at the bridge of his nose, "Yeah, well reports say he's not doing anything. He's just flying around in circles and then disappears."

Falcon glanced at him for a second, brows furrowing at the screen, "What do you think the guy's up to?" he asked. After a minute or two of observing the paused screen, Clint sighed heavily, rising from his seat on the couch and rubbing his eyes. "Not sure. Maybe we can take a looksie or something and just...watch out for anything...severe, I guess."


	10. Chapter 10

_3 Weeks Later..._

Peter Parker sat at his workstation as he wrote down the Web Formula: Version 3. It had been 3 or 4 weeks since he had taken up the mantle of 'Spider-Man'. Going to a science school had its perks after all. Peter loved science; he also loved coming up with new ideas for the web formula, adding new chemicals. It was either to make it stronger, flexible, or just for fun. Hmm, maybe he could make a web grenade.

Normally, he wouldn't be working on this at school, risk of a prying eye classmate taking a quick peek and then it was all over. But luckily for him, Trey was his lab partner.

Speaking of the devil...

"So, like, how can you climb walls? Adhesive gloves? Oh, does the webbing come from your body?! That would be SO cool! How'd you make the webbing? Wait - are you making the webbing right now?!"

Peter internally groaned; it was question after question. They just kept on coming and coming. Ever since Trey had found out he was Spider-Man (he didn't come up with the name, the public did), all he did was ask a million questions. Such as why the name 'Spider-Man' (he didn't pick the name!) or why -

Trey scrunched his nose as he looked into the microscope, "Also, why spandex? I mean, no offense, the costume's cool and all, but spandex?" Peter rolled his eyes to the heavens at his friend, mixing up a blue liquid chemical into an orange chemical in the tube, a whirlwind brewing inside. "I don't know. It was the cheapest thing I could find." he begrudgingly answered, sliding open the side drawers at the station, keeping a close eye at his teacher so he wouldn't get caught.

Rapidly, he poured in the murky chemical into the beaker, and in an instant, smoke puffed out slightly, immediately exploding into a watery web, overflowing the edge of the once-clear beaker. Web Version 3 was a more liquidy web, so he could blast them at criminals and bad guys, it was stickier and messier, and WAY harder to get out of.

Trey's eyes practically bulged, mouth set in an 'o', before he finally regained himself, "Holy shit! That's so cool!" he hissed excitedly, bouncing on his toes, before faltering slightly, "Wait - I thought you said that the webbing is organic, why are you making your own?"

At that question, Peter shrugged one shoulder awkwardly, worrying his bottom lip, "Uh - I don't know. Guess the homemade version I made is stronger than the organic one, I guess. Trust me - you don't wanna know," his spine shivered at the memory of using the organic webbing. It wasn't as strong as his manufactured one, or that dependable, but don't judge him; he liked science.

Trey nodded, going back to twisting the knob on his microscope, Peter writing down noted as he described the substance he was seeing, frantically scribbling down the notes, while also glancing at the clock every five seconds.

Ten minutes passed, Trey puking out what he was seeing, the other scribbling the notes down in the composition notebook, eyes flickering over to the clock at the back of the room. After another ten, Trey rolled his eyes, huffing exasperatedly, "What?" he barked quietly, eyes slightly annoyed at Peter's turned head.

Flinching in surprise, Peter turned his head back at his friend, brows shooting up, "What?"

Trey pointed a finger at the clock, the corners of his lips twitching, "You know what. Why do you keep looking at the clock, I thought you were a science nerd?"

The arachnid-teen shrugged in response, "I-I don't know. Guess - guess I'm just itching to punch out a few bad guys?" he offered weakly, frowning.

Face grimacing into an odd look, nodding slowly, before looking back at the microscope, "You are the strangest person I've ever been friends with," he murmured under his breath, which Peter could only pick up on with his enhanced hearing.

* * *

"Can you lay eggs?"

Face flushing a bright red, Peter's eyes grew wide, and he sharply turned his head to his friend, "What?!" he hissed, careful for his mean landlord, Mr. Dikovitch, not to hear. Shivering at the thought, he answered, "No, I cannot lay eggs. Well - a-at least - I don't think I can. Hopefully not," he whispered, he and Trey quickly climbing up the stairs.

 _Ugh, how many more questions? Haven't I answered enough?_ he thought to himself. But inside he was grateful that Trey knew. It meant he didn't have to keep a secret from one less person. He was glad he could tell somebody all about this, to finally just let it all out. It was like relieving his stress. But the questions were pretty annoying. He didn't even ask Trey anything about his uncle.

As he fished for his keys in his back pocket, the door across from them flew open, revealing a girl. She looked no older than eighteen, tanned skin, brown eyes, and blonde hair accompanied by with a kind smile, almost shy as she held a plate in her hands.

"Hey, Pete. I, umm, I just wanted to see if you guys wanted to try some of my cookies. Fresh from the oven," Ursula, daughter of the landlord, asked shyly, holding out the paper plate of chocolate chip cookies in front of them.

Ursula was pretty nice. She graduated a little while ago and was attending a cooking college. And Peter couldn't blame her; the girl was a pretty good cook. When he and his aunt first moved in, she knocked at their door and offered them a welcome chocolate and coconut cake, and it was REALLY good in Peter's opinion. She was very different from her father, who was always demanding rent from every tenant.

Trey smirked at the girl, swaying a little closer, Peter rolling her eyes with a ghost of a smile, taking a step forward and accepting the paper plate, "Uh, sure, Ursula. Though I think we both know they're delicious, I mean, you are the best cook I've ever met - but don't tell May that."

Chuckling, Ursula nodded, "Got it." she outstretched a hand towards Trey, smiling politely, "Hi, I'm Ursula. You must be the famous Trey I've heard about." she greeted kindly.

Trey slowly nodded, eyes in a daze, his hand slowly shaking hers, lips brushing the back of her hand with a flirtatious grin. The blonde giggled embarrassedly, pink speckling her cheeks, holding a hand to her cheek.

Peter held the plate of cookies, rolling his eyes with an annoyed huff, dragging Trey, who made a surprised noiss, by the back of his shirt, farewelling Ursula, who merely waved a sheepish hand, closing the door for them.

* * *

"Quick question, boss...why are you throwing a party, again?" Happy Hogan asked as he held a silver Stark tablet in his hand, wearing the usual suit, partially annoyed. But who wouldn't be when you work for Stark?

The Man Of the Hour himself was rummaging through his closet, eyes scanning and skimming at his monstrosity of a closet. "Because...Wanda mentioned something about never going to an actual party, and I'm bored, so that's that." Stark answered with a suave grin.

"Right," Happy sarcastically agreed with a roll of his eyes, scrolling through the guest list, he paused for a second, raising an eyebrow, "You're inviting Fury to the party? Really, Tony?" Happy deadpanned.

Tony chuckled at that, one hand holding onto a hanger with a blue jacket, the other rummaging for another one, "I'm sure Eyepatch won't mind. I'm inviting him and his nephew, Trey. He seems like a nice kid."

"How?"

Stark's signature smirk stretched across his lips, "He's nothing like his uncle," and that earned a laugh from the driver/bodyguard. He continued to scroll through the guest list, nodding to himself every once and a while.

Tony Stark was exhausted. Mentally and Physically. But more Mentally. He was bored. HYDRA had seemingly stopped going after the Avengers and SHIELD, helping them being rebuilt and all that. And paying Midtown Science High School for accidentally blowing a hole through their roof of the gymnasium. What? It was an accident! Seriously, people...

Which is why he was thankful for his brilliant intern. It was fun having someone take care of old projects and passing on wisdom or whatever shit it was. His intern was nice, shy as hell, and a little clumsy. Like he said earlier, Peter reminded him of a little puppy. Least he didn't pee on his floor. But that would be more messy than funny.

Basically, he was bored. And as much as he wanted to look more into the new spider-hero...Pepper said he wasn't allowed to unless it was necessary. But the Spider-Man did intrigue him. Lots of people in the news spoke very highly of him. Although the Bugle was another story, but unfortunately no one could get a decent picture of the guy. He was pretty fast from what he's heard.

"Hey, did you make sure to invite the kid?" he asked Happy, fully turning around with two suit jackets in his hands, one blue and the other black. Happy gave him a flatter than board expression, "You seriously wanna have two teenage boys to a party? With grownups?" he deadpanned.

Happy didn't know Fury's nephew, he only knew the intern, Peter Parker. He seemed like a nice kid, he kinda reminded him of Tony. But what was Stark thinking of inviting teenagers to a grownup gathering? Tony was never exactly crazy about kids, but he was glad he was growing up a little. A little. Not a lot.

"Hey, for your information, those two boys aren't exactly buzzkills. I'm sure they'll get along. Maybe they'll bring in a date," Tony suggested with a wink, Happy rolling his eyes, adding Peter Parker to the list.

"Oh, have you noticed something weird with that glider guy, boss?" Happy asked after a moment or two.

At that question, the billionaire clicked his teeth, frowning, "Yeah, I've heard about that. It's basically the news is talking about other than that spider-guy. Why you ask?" Tony frowned curiously at his driver, brows furrowed. Happy shrugged, "They say the glider guy tends to fly around the tower sometimes at night. He doesn't do anything. He just flies around the tower in circles a few times and takes off. I was just wondering if you knew anything about that."

Tony shook his head, "JARVIS might've mentioned something about that a while ago. I wouldn't worry about it too much. But just for safety measures," he looked up at the ceiling, "J, tell me anything if the glider guy comes by again - or just does anything in general that we should be concerned about,"

 _Right away, Sir,_ came the artificial reply.

* * *

He was hovering in the woods, birds idly chirping by, squirrels squeaking and gnawing on their nuts, bright green and grown trees everywhere. He stood on silver, sharp glider, his green suit glittering against the faded sunlight, the skies fading into an orangy pink.

Glaring, yellow eyes stared distantly into a particular building with the famous _'A'_ logo, growling like a feral beast.

Softly, barely above a whisper, he sang, "I'm coming for you, Stark. I'm coming for you,"

And in an instant, he flew off, fading into the sea of trees.

A plot brewing inside his head.

* * *

 **Sorry. I know. It's not our best work. Div and I promise the next one will be longer. We just needed a build-up for the upcoming plot arc. I hope this will keep you guys on your toes. See ya soon.**


	11. Chapter 11

**A/N: BPP: Oh, we changed Peter Parker back to Tom Holland.**

 **Div: Yeah. He just made more sense ever since we watched the movie.**

* * *

With a groan, the teenager practically collapsed on his bed, face covered in soot as beads of sweat dripped from his face. His skin was covered in bruises and cuts, which should heal in a day or two, but his ankle was twisted, most likely swelling by now. He was too tired to care, or to even look at it, all he needed was the fresh air of sleep...

A shrill ringing interrupted his sleepy thoughts, and the teen flinched violently in his bed, limbs tangling in his blanket. His heart hammered in his chest, he could hear boom in his sensitive ears. He blinked dazedly as his blurry eyes blinked a few times before clearing as he got a better look at the alarm clock on his bedside table. The numbers cleared.

 _7:18_

 _Shit._ he chanted in his head, aggressively pulling at his sheets as he attempted to escape his blanket-jail. He was almost late for school! Suddenly, he found himself colliding face first onto the floor, a muffled grunt escaping his throat, landing with a dull thud.

Blearily blinking down, he lifted his head, twisting his body around and hurriedly shredded the blanket off his legs, springing up like Jack-In-The-Box, jarring his ankle as he winced.

"May?" he called, pulling off his mask, transitioning from Spider-Man to Peter Parker. Why didn't she tell him he was going to be late?! Anytime he was close to sleeping in she would pull a bucket of water out and splash him with it. And believe him, that was not fun.

Hopping on one foot, he clawed the Spidey boot off, repeating the same with the other, his butt almost colliding with the floor as he stumbled.

Today was not getting off to a great start. He had a SUPER late night patrol, chasing down a drug lord, stopping a bus from crashing into a car with his bare hands, yada yada yada...

Add that to the fact that he had a history essay due today, which he hasn't even started on, and only had lunch to get it done, so there goes his lunch plans...and his breakfast. Stupid metabolism.

The only upside was that it was Friday, and Tony Stark's party with the Avengers. The Avengers!

So yeah. That was a bonus.

Peeling off the rest of the suit (and he did not fall on his butt a bunch of times. No way), Peter dove into his closet and found whatever clean thing he could find. Quickly pulling on his shoes, basically shoving and pushing his books into his backpack, Peter ran out of his room and flung the door open in his apartment before May could blink.

And he ran like hell.

* * *

He was three seconds late for school. His teacher scolded at him, and left a warning. Which was stupid, in his opinion. What was three seconds? Sorry if he was too busy trying to keep his city safe and all. He should be given a break, a golden medal or something, a certificate signed by the president...well, maybe not the current president. The good one.

But unfortunately, life didn't work that way. At least not for Peter Parker.

With a dejected sigh, the teenager forced his pencil to scribble as he hurriedly wrote his history essay. Which meant no staring at Gwen and no lunch. Yay...

At this point he was just copying his history textbook, brown eyes glancing at the printed letter every second or so, writing at breakneck speed, hardly recognizing the rushed handwriting himself. He wasn't really sure what he was writing. Something about the Indus River Valley and the Phoenicians.

His eyes stung with sleep. His head pounded. And his ankle hurt like hell. It starting hurting more after the adrenaline worn off. Not fun. Not fun at all. He was so tired. He wanted to curl up in his bed, drink some hot chocolate and go to sleep. To forget about Spidey, school, even his internship.

Sleep, sleep, sleep...

He hadn't realized he'd started to fall asleep until a hand softly shook his shoulder.

He flinched violently, nearly knocking himself off the chair, stumbling as his hand shot out for the edge of the desk. He grunted in pain as his ankle throbbed yet again. Blinking away the spots, he forced his heavy head to turn to whoever interrupted his almost nap. He paused.

Staring at him with a mixture of concern and amusement was Gwen. Her lips perked up just a hitch, her glittering emeralds blinking down at him, her blue baggy sweater hanging off her petite form. She held her books in the crook of her arm, her backpack hanging off her shoulder loosely. And her blonde hair was pulled into a neat ponytail, black headband on top to complete her ensemble.

He felt the tips of his ears burn, smiling sheepishly as he forcefully cleared his throat. "Uh, h-hey," he stuttered, wincing at his voice. Way too high for his liking. When was puberty gonna kick in?

Gwen didn't seem to notice, smiling as she giggled quietly, "Hey," she said, tapping her foot.

His mind reeled and spun as he thought for a phrase - any phrase. He didn't know about Gwen, but he sure felt awkward. Exposed. "Uh, what's, um - what's up?" God he was such a nerd.

Gwen shrugged carelessly, "Nothing much. I just came down here to check out a book for English when I saw you dozing off." she had a teasing tint to her tone, grinning toothily.

A nervous laugh bubbled in his throat, his stomach fluttering, "Oh. Was I sleeping? I didn't know." he lamely excused with one of his sheepish smiles. She rolled her eyes at him, smirking, "Didn't look like for too long. Thanks to me."

"I was just, um, tired, is all." he shrugged, shuffling his pages into a neat stack, closing the textbook. Gwen nodded slowly, her brows meeting as she frowned. "How come?"

He pursed his lips, trying his best at nonchalance. Good thing he wasn't planning to be an actor when he grows up. "Oh, well you know, stuff." he trailed off, plastering a fake smile on his face. Yeah. Definitely not an actor. Stick to science, Parker.

Nodding slowly, Gwen tilted her head, lips slightly parted. "Really? Stuff?" she said slowly, "What kind of stuff? 'Cause last I heard, you quit quite a lot of stuff. Like chess and robotics."

It was true; he dropped out of robotics and chess club after a week of Spider-Man. It made sense, really. Between science club and the decathlon team, Spider-Man was sure to take up his time. And he didn't want to face Aunt May's wrath if she ever found out he quit all of his extracurricular activities. That woman was terrifying sometimes.

Shrugging, "Just stuff." he said again. What else could he say?

* * *

 **A/N: This meant to be longer. Div and I have been really busy. School can be a pain in the ass. We'll come back and make this chapter longer when we figure it out a little more. Consider this a sneak peek. Catch you guys soon. Hopefully.**


	12. Chapter 12

The music was loud; louder than he expected. He was so glad that he wore his earbuds for tonight. Multicolored lights flashed his vision, he could hear everyone laughing as they engaged in deep conversations, the thick and heavy scent of whiskey and vodka, and he could hear glass clinking together. Everything was so clear. It was almost too much.

He winced as he felt a sharp stab of pain sting his head. It took a minute or two to adjust; spider senses are wacko.

Aunt May had been insistent on taking thousands of photos, texting them to her nurse and yoga friends. His cheeks had never been more red than before. Sometimes pale skin was a curse. He was dressed in sharp, fancy suit that felt uncomfortable and his skin crawled with anxiety as he travelled through the multitude of people, bumping through shoulders and swallowing back the bile at the back of his throat. The smell of alcohol was sharp and reminded him of sharpies. He shuffled his way into a random corner and backed into the countertop, and he realized he was near the kitchen of the tower.

He just stood there awkwardly, nerves itching and now he wished he was in his costume. Peter didn't know what it was, but swinging around as Spider-Man gave him a sense of freedom. He could laugh around and make as many of stupid jokes as much as he wanted. He felt more confident as Spidey than he did as Peter. Peter felt like a new person under the mask. A voice interrupted his musings. "Didn't your parents ever teach you it's rude to come to a party and not greet the host?"

Blinking hard in surprise, Peter whipped his gaze back to meet the face of the one and only Tony Stark. Mr. Stark simply smirked at the teen like he won a prize that Peter lost, wearing his shiny sunglasses. "Oh, uh, h-hi, Mr. Stark." the teen greeted shyly, and Tony rolled his eyes. "Kid," he sighed, "what have I told you about calling me Mr. Stark?" he asked and Peter opened his mouth to answer but Tony held up a finger, "Me first." he interrupted, "Mr. Stark was the cold bastard of my father, so call me Tony."

Peter nodded rapidly again, swallowing thickly, "Y-Yes, M - I mean _Tony!"_

Tony looked at the kid up and down for a second, before holding out his drink up high with one of his gracious smirks, "Havin' fun, kiddie?" he asked the teen in a teasing tone. Peter just shrugged at him, and he looked a little sweaty, "Uh," he stammered, "I-I guess." he answered nervously. Peter's never been at a party in his entire life and that didn't count all of Harry's birthday parties before he had died. He wrung his hands nervously behind his back as his skin crawled and burned with anxiety, and Mr. Stark suddenly whistled sharply. Peter jumped at the sharp sound as he blinked his eyes wide open in surprise. Her averted his gaze to Tony and the older man suddenly smirked, "I've got a friend for you to play with."

Before the young teen could ask, Tony turned himself halfway and waved an arm over to someone, as if saying 'come join us!' Tony whirled back around and gave Peter one of his signature smirks that practically defined the genius. His eyes were wide with confusion before they widened comically as two people made their way towards the young teen and billionaire. A police officer who looked to be around his early forties approached the both of them in a formal police attire, and strolling along with him, his arm draped around her shoulders, was a girl. She had creamy pale skin, vibrant blonde hair that pooled down her back, her emerald eyes popping and she wore a rather lovely turquoise colored dress.

It was Gwen Stacy and her father, the captain of the police force, George Stacy.

George greeted both Stark and Peter with a pleasant grin, "Tony Stark," he greeted, extending his arm as he and Tony shook hands, "Good to see ya," George's dark green eyes slid to the teen, "And this is?" he asked as he gestured to Peter. Tony glanced at the teen and shrugged one shoulder, stepping to Peter's side and wrapping an arm around his shoulders, grinning. "Squirt here is an intern of mine. I believe he goes to your daughter's school." Tony's eyes travelled to Gwen's. "What was it called again? Midtown Science or something?"

"Midtown Science and Technology." Gwen corrected, grinning brightly at Peter, her emeralds shimmering under the lights, she turned her head to her father, "Dad, this is the boy I told you about. Peter Parker." Gwen introduced as she sent Peter a dazzling, toothy grin, "One of Midtown's finest science nerds." she teased and Peter offered her a tight lipped grin. She looked brilliant under the brightly colored lights, illuminating her beauty all around. Gwen's father, George Stacy, raised his brows up high, giving his daughter a teasing grin, "Really, now?" he said as his gaze turned to Peter, his sharp grey eyes meeting Peter's doe brown, "Impressive. Gwen told me all about that science award you won a couple of days ago. You must be a smart young man. Nice to meet you." George complimented as he extended his hand to the teen. Peter blushed at the attention and accepted George's handshake, keeping his grip somewhat firm. "T-Thank you, sir."

Officer Stacy opened his mouth to say something, when a new, much more enthusiastic voice entered the conversation.

 _"Yo, Pete!"_

All heads swiveled around as Trey strolled over to the trio, a red cup dangling from his hand and he had a wide grin on his face. The dark skinned teen wore a pair of dark dress pants paired with dress shoes adding to a dark blue button-up shirt. Peter furrowed his brows as Trey walked up to the group, a wide grin etched onto his face, "What the hell, man? You didn't tell me you were coming to this party. I thought you said you had to do the thing?" Trey hinted, raising his brows up pointedly. Tony lifted a brow and Peter tightened his jaw, shooting daggers at his best friend. "What thing?" Tony asked curiously.

Peter shook his head, plastering a fake smile, "No thing. I just have a lot of studying to do tonight." he lied, and Tony smirked, "Forget all that, I say you have fun tonight. Plus, aren't you like a super genius like me and Brucey?" Tony joked. Trey sent a dazzling grin Peter's way, "Oh, he's like the super genius at our school, our MVP on the decatholon team."

Captain Stacy's brows lifted high, "Decatholon team, huh?" he mused, grinning teasingly at Gwen, "Hey, Gwen, how come you didn't sign up for the decatholon team?" he asked his daughter and the blonde blushed a bright red in response. She glared playfully at her father, "I have a lot on my plate, you know that. Plus, I think I prefer somehting with less questions and answers, like the debate team."

"Isn't debate kinda the same?" Peter teased with a shy grin of his, "You guys are asked law based questions and you use all those big words to answer them, right?"

Gwen smirked and her emerald eyes gleamed with amusement, her cheeks tinted pink as she pretended to glare at him. "Well aren't you the smartass, Parker." she quipped and her comment made her father furrow his brows, but his eyes were clearly amused. "Language, young lady," he reprimanded. Gwen turned her head and giggled sheepishly at her father, "Sorry, dad." she apologized, turning to look at Peter again. A shiver went up his spine and he felt the hairs on his arms stand up on edge, a familiar tingle jingling inside his head. Peter's smile faded and he tensed, eyes scanning the area around him as he noticed the music was now louder, he could everyone talking about anything in the world, he could hear the glasses clink together and it pierced his ears like a dagger.

Noticing the change in the boy's behavior, Tony frowned lightly as he tilted his head, "You alright there, kid?" he asked, "You're looking paler than usual."

Peter swallowed the bile rising at the back of his throat and plastered a smile, "Y-Yeah," he stuttered, chuckling, "I-I'm great, Mr. Star - I mean Tony! I just, uh..." he trailed, his brain going on overdrive as he tried to figure out his way out of Mr. Stark's calculating eyes. He slid his eyes to Trey, who watch with a confused expression on his face. His brows lifted high as Peter turned his gaze back to Mr. Stark, "I-I have to go to the bathroom." Peter stuttered out before, "Trey, care to join me, please," he muttered before he grabbed Trey's arm and hauled him to the bathroom.

This place was like a maze and he practically ran through the corridors, Trey asking questions all through the ride as Peter's nails dug into his skin. Trey yowled in pain, "Ow! Crap—Peter! Would you quit for a second and tell me what hell's going on?!" he demanded as Peter wildly searched for a private place, any room would suffice by now since he couldn't find the damn bathroom. The walls were a rich color and the floors were marble so their shoes clicked to the floor. His cocoa eyes roved around as he rounded a corner and his heart skipped a beat when they finally found a bathroom. Trey howled in pain again as Peter dragged him inside of the restroom.

Peter pulled his friend inside, who stumbled into the toilet—which the lid was thankfully closed, thank god. He shut the door behind him and it clicked as it locked, and Peter whirled around as his hand shot up to his head, throbbing painfully as his spider senses went berserk. The blood pounded in his ears and his spider sense was vibrating and tingling nonstop for no apparent reason. He hadn't seen a hint of danger so far but he quickly pushed the fear of anything happening down. This was an Avengers party, after all. Of course something was bound to happen in a building that resided a band of superheroes with millions of enemies, along with some organization hell bent to kill them all. Villains didn't really care if they were trying to relax or if there were civilians out in the open.

Trey shook his head and abruptly stood up as he glared at his best friend, "Dude," he breathed, "What the hell was that all about? You and Gwen were finally hittin' it off and you totally just ditched her, not to mention the captain of the police department and _Iron freaking Man."_ he gestured his hands wildly and his incredulous expression faltered as he finally took a good look at Peter, "Hey, is everything okay?" he asked, his eyes concerned as Peter gritted his teeth.

Peter looked up and pursed his lips tightly, shaking his head, "I don't know. My spidey sense is going haywire but I don't know why. It only goes off when there's danger," he explained, voice coated with discomfort as Trey tilted his head. "Maybe someone turned on the alarm or something. I mean, it's not dangerous but maybe your spidey sense thinks it is." he attempted but Peter shook his head, "Can't be that. It's gotta be something else."

"Well, we are in a tower full of superheroes." Trey chuckled, and his eyes brightened up, a full blown grin stretching across his face, "Hey! Maybe there's a supervillain here hunting down one of the Avengers. Crap! Who do you think it might be? Loki? Ultron? Oh, please let it be Ultron, he was so badass—" Peter glared at his friend and Trey's smile vanished as he shut his jaw, "Right. Not badass. Totally dangerous and definitely not cool."

Peter shook his head and tried to clamp his mouth shut when the whine threatened to slip. He leaned into the wall and focused on the texture. It was cool and sleek and he tried to focus more on the feeling rather than the mind splitting headache that was about to explode his brain into a million pieces. He breathed heavily and sweat rolled down his back. Trap clamped a hand on his shoulder in a soothing way and Peter met his gaze gratefully. The lighting stung his eyes and his shirt itched and irritated his skin. His mouth felt like it was shoved with cotton and he hated the texture when his tongue scraped against the roof of his mouth. The smells of the fancy shampoo that smelled like pumpkin spice and cinnamon stung his nostril, the odor too strong and his stomach churned. Bile rose at the back of his throat.

 _Sensory overload,_ he realized with a start. It had only happened once; during the week he had gained his powers. He was miserable for the whole day and it took every fiber in his being to scream from the pain. May and Ben had been concerned but didn't push. May had just ordered his favorite sandwich from the bodega he liked so much. It lasted for several hours, the worst of Peter's life. His sense had apparently dialed up to eleven and he had the mask to dull them since there was so much input. He heard a rumbling groan from a few stories down, it creaked and suddenly the whole floor shook and vibrated and Peter nearly gagged. Trey cried out in surprise, his grip tightening on Peter's shoulder as his head whipped up wildly.

 _Are you alright, Mr. Parker?_ Jarvis asked kindly, _Your heart rate has elevated at an alarming rate, and my sensors are calculating signs of a panic attack. Would you like me to call Mr. Stark?_

"N-No, that's okay, Jarvis," Peter waved off the A.I's concerns, breathing heavily as the building shook again, this time more violently. Trey tightened his hand on his friend's shoulder, head whipping up to the ceiling, "Hey, Jarvis, what the hell is that?" he barked in an irritated tone.

My scanners detect an intruder attempting to break in, and they seem to be hacking through my servers, the A.I. answered helpfully, and Peter's heart jumped to his throat. He and Trey shared an eyed wide look before scrambling out of the bathroom, this time Trey leading the way as they made it back to the common area where the party was being held out. The room had already erupted into chaos as several people screamed and ducked under the furniture. The Avengers were high on alert, barking orders to each other while trying to remain calm. Tony's locked onto the two teens and he immediately made his way towards them.

"Kiddies! As much as I love having either of you around, you guys gotta—"

He was interrupted into mid-sentence as the windows that surrounded the walls were all shattered into millions of pieces. People screamed and their arms flew up to their faces and an orange glow poured into the room, making it look akin to an actual hellhole. Peter blinked repeatedly as he stumbled onto his feet, straining his eyes as he spotted something or someone flying into the room. His eyes widened to the size of dinner plates.

Surrounded by a cloud of blackish smoke, levitating on a metallic glider, was an emerald colored suit of armor that looked similar to a horrifying goblin, his cruel yellow eyes gleaming in the streams of light as some items caught on fire. Tony Stark struggled to his feet as he flew over to the kitchen counter, staring up at the goblin creature levitating towards him slowly, eerily slow. His voice was a cruel, vicious snarl, like it physically wounded him to growl the name out.

 _"Anthony. Edwards. **Stark."**_

* * *

 **I. Am. So. So. So. So. So. So SORRY that I haven't updated in a LONG time! I've just been feeling bored and we haven't been in the ready set go phase and I had a lot of trouble on writing this chapter and making it seem somewhat perfect. I promise the hiatus won't be longer than a month. I think I've got a good handle on this now and I know what I want to write for the next chapter. Hopefully longer. Until Next Time!**


	13. Chapter 13

Peter stared around the flaming room with wide eyes, his face pale as he stared at the weird, goblin-like creature in shock. He levitating on some glider and was slowly stalking towards Tony Stark. Guests of the party weaved through a large crowd that was swarmed with screaming and shrieking. The flames crackled as if twigs were snapping in half. His heart pounded in his ears, a thunder compared to the noise that sounded as if it came from a horror movie. His wide eyes stung and his gaze was locked onto the goblin-like villain in the room. Behind him, where he had shattered the clear windows sporting as walls, he saw the heavy rain of the city, lights behind the water, which was pouring harder and faster.

Someone grabbed his hand and he found himself being shoved underneath a table. He flinched as his shoulder roughly nudged with Trey's, and the two friends shared a petrified look before whirling their heads to the person who had forced them underneath the coffee table. Sam Wilson panted as his dark eyes looked at the boys, "Stay here. We'll handle this." he assured before sweeping himself off from the floor, rushing into the action. Peter could hear Captain America barking orders as the goblin guy levitated in the air, flying off in different directions, all of which where Tony Stark was heading.

"Who the hell is that guy?" Trey breathed and Peter shook his head, trying to keep his breathing under control. Everything was still too loud for his senses. Too many people were screaming and yelling at each other for the teen to understand his surroundings. "I-I don't know." he stammered, "Do you think it could be one of those HYDRA terrorists?" he asked.

"I don't know..." Trey trailed off. "Have you made any new enemies as Spidey?"

Peter shook his head, thoughts rushing through his brain like a speeding car. "I've only been stopping cheap muggers and some robbers." his brown eyes managed to have a glance at the goblin guy, "This seems like one of the higher ups." he looked up to find the familiar glow of the Iron Man repulsors and a whitish blue beam shot at the goblin guy. The goblin flew back and deflected the blow, growling as if he were a wild animal.

"Uh, not that I don't love dramatic entrances—which we all know I'm great at—but mind telling me who you are and why you decided to crash into _my_ tower?" the metallic voice of Iron Man came, light and casual as he lifted the tense and terrifying mood. Steve, decked out in his Captain America gear, rolling his oceanic eyes skyward. He held on tightly to his shield as the rest of the Avengers stood around the goblin man, surrounding him.

The goblin growled again, arms stretched out in a threatening manner, "Typical Stark," he snarled, "A pretty boy who thinks he knows more than everybody else. Bragging about how much money he has and how great he thinks he is."

Iron Man tilted his eyes, levitating in the air as Black Widow discreetly unsheathed one of her hidden blades. _"Thinks?"_ he asked, voice coated with incredulously. "Uh, I know we're not all supposed to be perfect, but I like to think of myself as America's Little 'Ol Sweetheart."

Trey watched from under the table and frowned, "I wonder if he always like this in battle," he murmured, but it came to deaf to Peter's ears. Out of the corner of his eyes, he spot his friend making a move to crawl out from the table. Immediately, his hand latched onto the back of his suit, and Peter wheeled his head around to find Trey's glare. "Dude, what the hell are you doing?!" he hissed, "Do you not see that all the Avengers are out there? I'm sure they can handle it."

Peter simply shook his head, "That doesn't mean I should sit by while they take care of this," he argued, "They need all the help they can get."

"And what happens when a certain someone—" his eyes jerked up the ceiling, gesturing to the A.I. "—catches you in the act of undressing as a certain you-know-who?" Peter paused at his friends' words; he was right. How on earth would Peter be able to undress out here and help the fellow heroes without them or anyone else finding his other identity. Would JARVIS tell Mr. Stark? He wouldn't, would he? The A.I. may not be a human but he definitely wasn't stupid. He respected people's privacy, right? Right?

 _Dammit,_ he thought as he scooted back under the cramped table. He swallowed thickly and licked at his dried lips. His brain worked overdrive as he tried to formulate a plan as to how he would be able to undress as Spider-Man without the Avengers, guests, and especially that goblin dude catching him in the act. Where could he even go?

A bluish white glow poured into the reddish orange hell that flickered with a blaze stronger than the Human Torch's. Beams emitting from thrusters were fired at the goblin guy and he deftly dodged them with a twist. A crackle of ear-piercing thunder rolled and rippled across the stormy grey skies.

"I gotta find some way to get out of here without being spotted." Peter said as his eyes looked around wildly for an exit to change into his suit. Trey gnawed on his bottom lip as he started to looking for a way out for his friend. "Well, can't JARVIS just see you anyways?" he said and Peter snapped his gaze to his. "He's, like, everywhere, dude."

Peter's eyes widened at the realization; he almost forgot about the artificial intelligence. How the hell was he supposed to keep his identity a secret when the world's most intelligent computer program can just unveil the truth at any time he pleases? His head whipped around and he shrank back as it collided against the top surface of the table. He cried out and his hand flew to his scalp, rubbing it gingerly. Trey laughed for a brief moment, and Peter turned his eyes into slits as he gave his friend the stink eye.

He heard the shatter of glass and he craned his neck for a better look. But all he could see was a glider hovering in the air and the Avengers were all charging and shooting at him. Screams pierced into his ears and he tried to keep his heart rate at a steadier pace, but it was no use. And he berated himself. He was Spider-Man, goddammit, and he promised to himself he wouldn't let anyone get hurt because he was too selfish and careless. He wasn't going to let someone else suffer the same fate Uncle Ben did that night. Not again, and not on his watch. There just had to be something he could do.

And there was only one.

"I'm gonna make a run for it." he said with conviction, his voice coming out strong but shaky as he readied himself mentally. His eyes were tentative but steely with resolve. Trey's eyes widened to the size of dinner plates and he snapped his head to Peter so fast he was surprised he didn't suffer from a severe case of whiplash.

 _"What?!"_ he shrieked. "Make a run for it? What the hell is that even supposed to mean?!"

"It means this." and Peter swiftly crawled from under the table and rolled onto his knees. The movement came so fast and fluid that Trey barely even saw it before his friend straightened up and ran off into the halls, almost slipping and stepping onto broken glass of spilled wine.

 _"Peter!"_ Trey called out, hand reaching out for his friend but he knew it was no use either way. His eyes jumped back to the fight between goblin and the Avengers. He crept further until just his his head poked out and his heart skipped a beat. And _not_ in the romantic way.

Captain America swung his iconic shield right into the goblin's face. The impact made him stumble but he was remained in a strong hold on his glider. He almost crashed into the wall as he avoided a would've been devastating shock from one of Black Widow's widow bites. Or whatever they're called. Falcon flew in the air and his wings were spread wide as he tried to shoot at the villainous goblin. Pale blue illuminated the entire room, rivaling the hellish glare of the flames flickering nearby as Scarlet Witch aided several of the guests safely away from the horrific brawl.

"Stark, mind telling us who the hell this guy is?" barked Sam as he avoided a silvery object that reminded him of a pumpkin. Ant-Man managed to roll to his knees as he swiped at the weapon and chucked it out the window. A sharp and deafening BOOM was heard next and Scott winced as he saw the orange flames die out in the rain of air.

A high-pitched whine came next as Tony raised his repulsors directly at the emerald villain. "No idea," he answered honestly, "I don't recall pissing off anyone else this week."

"That's debatable," Natasha Romanoff commented as she used the kitchen countertop as a springboard. Her boot swung at the mask and quick as a snake, goblin's hand snatched her foot and twisted her off of him. Natasha maneuvered herself and planted the flat of her fingers against the marble floor and kicked her legs up and sprung back upright. Hawkeye was perched between the living area and the kitchen and his arrows whizzed by and the goblin barely had time to react.

"Yeah," he agreed with Natasha, shooting another arrow and making a move to shoot another. "Don't you remember just yesterday that you used super-glue and it took me six hours to get my hands unstuck to my bows?" he groused.

Behind the bright and intense slits of his helmet, Tony smirked and scoffed, "Oh, don't pretend you didn't find it funny." he waved off, using both his arms to fire beams at the villain that was currently holding Sam in a chokehold. Steve was basically a shadow as he loomed behind the new villain of the month and jumped up to the glider. Captain America used his powerful arms to wrap around the villain's back as he and goblin wrestled in the air. Steve's head whipped head to Tony as he managed to keep the goblin subdued. "Focus on the plan, Stark." he ordered, grunting as the goblin snarled and growled grittedly, "Hands off, Blondie."

 _"Hey!"_ a new voice suddenly called, taking every one of the heroes by surprise. The brutal brawl between the multiple heroes and the one villain halted for the briefest of seconds as every head whipped to the direction of the voice. Eyes widened at the sight of the familiar flare of red and darkest of blue as a skinny figure was glued to the wall, an arm sticking out. It was pointed to the goblin-like villain, two fingers firmly planted against his palm as the wide, bug-like eyes stared right at the bristling golden yellows of the goblin's.

Everyone simply stared at the new Spider-Man hero as he jeered comically at the villain. "If you're gonna insult the living legend, you might as well use something that isn't as obvious and a little more clever."

* * *

 **Okay, I'm very very very sorry for the ridiculously long wait. I swear it was not my fault. Life caught up with me and it was biting me in the ass. Plus I've been caught up with other stories so I am so so sorry. I can't say this won't happen again. Because this will take a while, so...yeah. Hopefully I'll see you guys on the next update and I promise this will be good and maybe a little longer.**


	14. Chapter 14

Today just wasn't his day, was it?

Peter kept thinking to himself how his entire night (i.e. Life) went wrong as he shot a web toward the Goblin (what? it's better than the Green-Guy). A glob of spider-like webs coated his yellow mask eyes, and he made an irritated growl as his hands immediately flew up to his face as he tried to claw the webs off. Everyone else around him were still in position for a fight, however, all eyes were trained on him. His skin burned under their scrutinizing gazes and he was more than thankful for the mask, his pale skin almost the exact same shade.

Goblin still seemed distracted with trying to get the webbing off as Black Widow wasted no time in pouncing on him, gracefully maneuvering herself around him as she wrapped her legs around his neck and twisted her hips, her and Goblin spiraling. Hawkeye followed the two as Goblin squirmed and thoughtlessly tossed his weird, pumpkin-shaped bombs around, Ant-Man quickly throwing them out as they exploded, fire in the air for the briefest moment, and then drops of rain dispersing the explosives.

A flash of gold and red whizzed by his vision, leaving a trail of a pale blue glow in its wake as Spider-Man leapt down with a graceful flip, stomach clenching at the thought of fighting with his idols. His heart was thumping rabbit-like, mind buzzing with excitement and hysteria as he fired a web at the glider.

With a deep breath, he flung himself feet-first as Goblin threw the two spies off, kicking him right in his web-free face as he sent him tumbling from the machine.

He slid to a stop as he crouched in his signature position, glaring at the villain with a baby-glare that could make a three-year-old rolling on the ground. Stupid baby-face.

"It's not nice to crash a party uninvited," Spider-Man quipped as the goblin guy surged to his feet, growling at him like a feral beast. Peter shot up like a geyser as he ran with his fist cocked back, sending a punch for the green stock.

Unfortunately, he wasn't well-trained as Black Widow or Captain America, and this guy must've been some kind of boxer when he seemed unaffected. He grabbed his flying fist without so much as blinking from his creepy yellow eyes, "Impressive." he boasted with a sickening humorous tone. He threw a punch right at Peter's jaw, and he grunted as he flew back.

Glass shattered behind as rain assaulted him. His mind spiralled like a rollercoaster, his limbs flailing for anything to grab on, latch a web as the cold wind smacked him like needles stabbing through his skin. He hated the feeling.

Suddenly, hands lifted him from the armpits, and his head stopped spinning when someone was lifting him away from the tower, and Peter slowly peeled his eyes open. He glanced up, eyes widening in shock when he saw the Falcon himself flying him away from the battle, a sea of buildings sparkling like rivers before him in streaks of gold. "Nice shot, kid." the man said over the roaring winds, gently landing Peter back on his own two feet as he set him on a tall skyscraper. "Almost got 'im for us."

Peter just gawked at the man, his mouth open wide into an o, like he was a fish out of water. "Uh..." he stupidly said, instantly berating himself as the man grinned. "I'm-I'm Spider-Man." he stammered out, heat creeping up to the tip of his ears. Falcon chuckled as he offered his hand, "Could've fooled me." he quipped with his own shit-eating grin, and Peter numbly accepted his heavier hand and shook.

The man almost looked impressed, "Damn. You've got a good grip, kid." he laughed.

Peter's cheek reddened, "I'm, uh. Y'know—not actually a kid."

The man didn't look like he believed him, but he nodded. "Sure." he said, a smile tugging at his lips. Something crackled, and Peter watched with curiosity as the man pressed his fingers to his earpiece, frowning as he sucked through his teeth. "Shit." he hissed under his breath.

"Everything okay?" Peter tentatively asked, his muscles tensing as he planned to go back into the fray and help. Sam shook his head as he sighed heavily. "Asshole got away. Team can't find him."

He glanced at Peter again, his wings unfolding from the pack as he lifted off, "You've got guts, kid. Come around our place when you got the time. Could be an interesting addition for the team." he paused briefly, a grin slowly spreading across his face. "Tic-Tac said he's been waitin' to meet ya officially. Keep that in mind, okay?"

Peter just nodded as the man flew, his head whipping as he flew back to the tower, a tiny bird in the wind and fog.

Lightning cracked. Thunder rolled.

 _What a weird night,_ he thought to himself.

* * *

 **I've been busy lately. I was dealing with my own shit and school and I've felt depressed for a while that I just couldn't find the energy to write something for this chapter. I'm sorry it took so long but I promise next update it'll be longer and less action. Maybe some fluff if I'm up to it.**

 **I love you all. Have a great weekend, bitches!**


	15. Chapter 15

**Hey guys. Sorry I haven't updated in a long time. I've been caught up with school, studying, and this other filter I had but I don't wanna bore you with the details. I can honestly say that I may have lost interest in writing some other stories I have, which is definitely going to worry some of my other loyal readers XD.**

 **Hope this chapter can make up for the delay. Love y'all and Spidey is life.**

* * *

The stars twinkled bright, like a thousand diamonds in a big black expanse. Uncle Ben used to take him outside the back porch and fire up the grill, always ready for a late-night burger. Peter never really understood the importance of stars. To him, the scientist part of him, just saw the stars as luminous spheroid of plasma held together by its own gravity, miles away from them. Too far from his reach.

 _"They're us after we've turned to dust,"_ Uncle Ben had told him that night, the corner of his lip stained for ketchup as he messily ate his burger/Sloppy Joe combination. Peter hadn't really understood the true meaning behind it; Uncle Ben was always weird like that, always with an odd philosophy lesson to share.

He sat on the edge of a rooftop on an old building that used to be a factory for toys. It's been abandoned way before Peter was ever born; why they never sold it, or burn it down, he would never know. He chewed on his churro the nice Dominican woman down at his neighborhood's grocery store had given him when he gave her directions to the nearest bathroom. He never played the little deeds for treats, but hey, he skipped lunch.

He continued to stare up at the black night sky, the churro long gone as he swung his legs slightly. Today had been a good day, great even. An 'A' on an algebra test, he made it on time for the subway bus, and he found a perfectly working old CD player down in the local dumpster. Hell, it was even Friday.

Tragedies always happened to the best of people.

His phone rung, shrieking, and he pulled it out from the crappy sweats he was now forced to wear ever since that Goblin incident. He sure as hell couldn't ask Aunt May for a raise on his allowance, and he was only an intern for Mister Stark. He was just gonna have to wait until he had enough money to fix his suit.

He lowered the screen's glow when it nearly stabbed into his corneas, and he answered the call button from 'Unknown'.

"Hello?"

"Is this Peter Parker?" a man's voice asked, one Peter did not recognize.

He furrowed his brows behind the crappy mask, lifting it up to his nose for his voice to sound less muffled. "Yeah."

"This says here you are the emergency contact for a May Parker...?" the last part dragged off into a question.

Heart leaping into his throat, Peter's eyes widened to the size of saucers. He instantly straightened, willing himself not to panic. "Uh, yeah," he stammered. "She's my aunt."

"Well, according to her file, your aunt has been involved in a vehicle accident," the woman said, "and she has you listed here as her emergency contact..."

Her voice faded into white noise. His mind spun, his heart pounding in his ears, and all he could think about was May, May, May. He hadn't even realized he was running until he thrust his arm and shot a web to a nearby flagpole. The wind slapped him across the face as he swung from the building, yet he didn't feel the exhilaration of web-slinging like he usually did. His entire body was rigid with concern, worried out of his goddamn mind. Please be okay, please be okay, he thought to himself.

It was a chant in his head, like the sounds of the drums in school, or whenever that guy from the Bulge ranted about his alter-ego for a half hour, his ugly mustache plastered across the giant billboard.

He swung, swung, swung. Ran, ran, ran. Thought, thought, thought.

 _Please be okay, please be okay, please be okay._

* * *

"Nothing?" Rhodey echoed, wondering if he had heard right.

"Nothing," Steve repeated with a small shake of his head. "It's like he's some kind of ghost. He just appeared and then disappeared."

They had been searching nonstop for the newly named 'Green Goblin'—real original, Jameson— and yet still no word of the guy. No sightings, no hints, not even a flash of green or a glider nearby.

"Apparently he stole the glider and pumpkin bombs from OsCorp weeks ago," Steve went on, looking more and more worried by the span of time it took to find this guy. "Osborn refuses to sit down for an interview."

"He's intimidated by me," Tony snarked from where he was sliding his fingers across the screen.

Rhodey rolled his eyes. "Well we need some kind of lead as to where this guy went. Especially if he's after us."

"Why don't we just ask the bug?"

Steve's brows tugged together in confusion. "Spider-Man?"

"Same thing," Tony waved a dismissive hand, "and that's not the point. The point is we weren't the only one fighting this hobgoblin. And Spidey just appeared out of nowhere. Maybe he's already found something, and I know, unlikely since I could've gotten it done faster."

Steve and Rhodey rolled their eyes in unison.

"I don't know, but it's worth a shot," Rhodes murmured, though he wasn't certain if Spider-Man would even know about this Green Goblin.

"Of course it's worth a shot. I suggested it."

"Tony?"

"Yes, Rhodey-Bear?"

"Shut up."

* * *

 **Okay, I am really sorry. I've been so busy with school and real life and lost my groove. Did you guys see Endgame? Captain Marvel? OMFG! I CAN'T EVEN BELIEVE IT! Ugh! Okay, news now. This will be on a hiatus until school ends. So hopefully it's short, and then updates will be slightly more consistent. Thank you for being patient with me and sticking around, if you have XD**

 **I LOVE YOU ROCKSTARS!**


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